ANNUAL REPORT 2020 - 21
FINANCIAL
HIGHLIGHTS
CONTENTS
Message from the Chairman .............................. 03
Board of Directors ................................................. 04
Design Digital.......................................................... 05
Industries.................................................................. 06
Notice........................................................................... 11
Directors' Report including Management
Discussion and Analysis........................................ 22
Annual Report on Corporate Social
Responsibility .......................................................... 35
Secretarial Audit Report....................................... 39
Business Responsibility Report.......................... 42
Compliance Report on Corporate
Governance.............................................................. 49
Independent Auditor's Certificate on
Corporate Governance.......................................... 63
Independent Auditor's Report........................... 64
Balance Sheet.......................................................... 72
Statement of Profit and Loss .............................. 73
Statement of Changes in Equity........................ 74
Statement of Cash Flow ....................................... 75
Notes forming part of the financial
statements................................................................ 77
Significant three years' highlights .................... 113
Response to Covid ................................................ 115
1826.2
Operating Revenue
Crores
13.4%
YoY
368.1
Profit After Tax
Crores
43.7%
YoY
59.11
Earnings Per Share
₹/ Share
43.8%
YoY
217.1
Book Value
₹/ Share
24.0%
YoY
ANNUAL REPORT 2020 - 21
03
ANNUAL REPORT 2020 - 21
Dear Shareholder,
I hope you and your family are safe
and healthy in these dicult times.
Your Company generated operating
revenues of Rs. 1826.2 Cr in FY21,
registering a healthy growth of 13.4% YoY
over FY20. The Profit before tax was
Rs. 511.9 Cr for the year, a growth of
45.3% YoY, crossing the 500 Cr mark
for the first time in the Company's
history. Your Company's Net Profit for
the year stood at Rs. 368.1 Cr,
reporting a growth of 43.7% YoY.
In the coming year, the continued impact
of the Covid-19 pandemic, stagnant
economic performance, foreign exchange
rate fluctuations, and a downturn in
some sectors would all pose challenges
to economic growth.
We expect that advanced economies
will recover faster, supported by
fiscal stimulus and vaccination
mechanisms. Industries have seen
varied impact for continuity of
operations, supply chains and consumer
demand.
Your Company has spent the last few
years building relevant capabilities
and strategies in industry verticals with
low overlap, such as Transportation,
Media, Broadcast and Communications,
and Healthcare.
Your Company's customer base is
diversified in terms of both
geographies we operate in, and
currencies we bill in. This mitigates
risks arising from geopolitical and
currency volatility to a certain degree.
During the past year, amidst travel
restrictions and lockdowns instituted
by various governments across
geographies, your Company ensured
safety and wellbeing of all its
employees, and also facilitated a
seamless transition for employees to
work from home, supported with
processes and tools for remote
working, communication, and
collaboration.
This strategic diversification, seamless
continuity of delivery and operations,
and investments in improving
oerings, sales, and marketing,
enabled the Company to increase
operating revenue by 13.4% in a year
where the global economy was
contracting.
In the Zinnov Zones 2020 Report, your
Company was ranked in the
‘Leadership Zone’ in the Automotive
and Media & Communications
industries. Your Company was also
recognised as an emerging niche
leader in innovative technologies like
Digital Engineering, Artificial Intelligence
and the Internet of Things.
I would like to extend my gratitude to
our management team, sta, and
business associates for their
contribution and commitment towards
Tata Elxsi.
I take this opportunity to also record
my appreciation for my fellow directors
for guiding the Company amidst this
challenging operating environment.
We recognize the dicult period that
the entire economy has witnessed in
the past few quarters and the
predominance of individual retail
investors in our investor base.
I am pleased to inform you that your
Board of Directors has approved a final
dividend of 240% for the year 2020-21,
along with a one-time special dividend
of 240% for your consideration.
Last but not least, on behalf of the
entire Board of Directors and
the management team, I would like to
thank you for your continued trust,
guidance and support.
N G Subramaniam
MESSAGE FROM THE
CHAIRMAN
COMMITTEES
Stakeholders’ Relationship
Mr. Sudhakar Rao
Chairman
Prof. Anurag Kumar
Mr. Manoj Raghavan
Corporate Social Responsibility
Mr. Sudhakar Rao
Chairman
Mrs. S Gopinath
Mr. Manoj Raghavan
Audit
Mrs. S Gopinath
Chairperson
Mr. Sudhakar Rao
Mr. Ankur Verma
Risk Management
Prof. Anurag Kumar
Chairman
Mr. N G Subramaniam
Mr. H V Muralidharan
Chief Financial Officer
Mr. H V Muralidharan
Company Secretary
Mr. G Vaidyanathan
Nomination & Remuneration
Mrs. S Gopinath
Chairperson
Mr. N G Subramaniam
Mr. Sudhakar Rao
Registered & Corporate Office
Tata Elxsi Limited
ITPB Road Whitefield
Bengaluru - 560 048
India
Email: investors@tataelxsi.com
Registrars & Share Transfer Agents
TSR Darashaw Consultants Pvt. Ltd
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg
Vikhroli (West), Mumbai – 400 083
Auditors
BSR & Co. LLP
Chartered Accountants
BOARD OF DIRECTORS
as on April 22, 2021
Mr. N G
SUBRAMANIAM
Chairman
(Non-Independent
and Non-Executive)
Mrs. SHYAMALA
GOPINATH
Independent
Non-Executive
Director
Mr. MANOJ
RAGHAVAN
CEO & Managing
Director
Mr. SUDHAKAR
RAO
Independent
Non-Executive
Director
Prof. ANURAG
KUMAR
Independent
Non-Executive
Director
Mr. ANKUR
VERMA
Non-Independent
and Non-Executive
04
ANNUAL REPORT 2020 - 21
Digital technologies like Mobility,
Internet of Things, Artificial Intelligence,
and Cloud-based applications are being
integrated into consumer contexts,
services, and products.
These technologies are creating huge
opportunities to drive operational
eciency, reduce costs, deliver new
services to consumers, and generate
new revenue sources for our customers.
However, these technologies also drive
an exponential increase in the
technological complexity required to
develop new products and services.
Tata Elxsi’s Design Digital brings together
a global and diverse team of strategic
thinkers, consumer insights experts,
award-winning designers, technologists,
and digital experts.
Our network of Design Studios,
Innovation Hubs, and Centers of
Excellence for Digital technologies, help
enterprises re-imagine their products and
services - from strategy, insights, service
design, interaction design to technology
implementation and integration.
05
ANNUAL REPORT 2020 - 21
Tata Elxsi is a fully integrated global design consultancy, creating innovative
products, services, and experiences to build brands and help businesses grow.
We have a multi-disciplinary and award-winning team of design researchers,
strategists, product and UX/UI designers, technologists, and engineers.
Our services span across consumer research and insights, strategy and
innovation, product, and experience design to the development and delivery of
interactive and immersive experiences. Tata Elxsi’s design teams help clients
launch new ideas and award-winning products and services, helping brands
dierentiate and win in the marketplace.
Selected by DishTV to develop
‘Orbit,’ the new user interface
for both its brands Dish TV &
D2H, enabling subscribers with
a seamless TV and online
viewing experience
Sunfeast Mom's Magic - Accentuating the
biscuit design to communicate its goodness
and richness
INDUSTRIAL DESIGN
AND VISUALIZATION
06
INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi supports global medtech,
digital health, pharmaceuticals, and
biotech businesses conceptualize,
launch, and sustain products in one of
the most regulated industries in the
world.
Our ISO 13485 certified global delivery
centers and engineering network
ensure that our customers can
leverage our people, process, and
infrastructure to achieve their business
goals in the competitive and evolving
market.
Selected by Aesculap AG, a B. Braun
company and one of the world’s
leading manufacturers of medical
devices, as its global engineering
services partner
Rolled out an industry-first
outcome-based risk assurance
business model for large regulatory
transition programs for existing and
new customers
07
INDUSTRIES
ANNUAL REPORT 2020 - 21
HEALTHCARE
Tata Elxsi addresses the entire product
development lifecycle for Media,
Broadcast, Communications, and
Consumer Electronics, from R&D to
new product development, testing,
and maintenance engineering.
We partner with leading broadcasters
and operators to build connected
services and deliver superior customer
experience.
We also support leading telecom
operators in their digital and network
transformation eorts, helping with
integration, process automation, and
new service rollout.
Positioned in the Leadership
Zone in Communications -
Zinnov Zones 2020 Report
Google Widevine has chosen
us as a 3PL certification
partner to oer safe
premium content protection
for Broadcast, Media,
Consumer Electronics, and
Automotive applications
MEDIA, BROADCAST
AND COMMUNICATIONS
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INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi oers engineering services
and solutions for connected,
autonomous, and electric vehicles to
help customers achieve their vision
for future mobility.
This encompasses the entire product
development lifecycle, including
product and design engineering,
testing and validation, and vehicle
program management.
We are the preferred partner for
leading OEMs and suppliers to
develop electronics and software for
powertrain, infotainment,
connectivity, active safety, and
comfort.
TRANSPORTATION
We are investing in building capabilities
in the rail industry, working with leading
operators, metro and rail authorities,
rolling stock and systems suppliers to
deliver design and technology services
that enhance safety, convenience,
quality, and overall customer experience,
while accelerating product and service
development and deployment.
Positioned in the Leadership
Zone in the Automotive sector -
Zinnov Zones 2020 Report
Launched a Global Engineering
Center (GEC) focussed on
innovation and drive digital
transformation and growth for
Schaeer group
09
INDUSTRIES
ANNUAL REPORT 2020 - 21
10
INDUSTRIES
ANNUAL REPORT 2020 - 21
Tata Elxsi implements and integrates complete
systems and solutions for specialized
applications such as Experience Centers,
Training and Safety, and Design Visualisation
across industries such as automotive,
aerospace, entertainment, manufacturing,
government, and education.
Professional services for Cloud and
Infrastructure Management, Virtual Reality
(VR), 3D Printing, and Robotics continue to
strengthen our solution portfolio to meet
evolving technology needs of our customers.
SYSTEMS
INTEGRATION
Notice | 11
NOTICE
Notice is hereby given that the Thirty Second Annual
General Meeting of TATA ELXSI LIMITED will be held on
Friday, June 25, 2021 at 2:30 pm., through Video
Conferencing (VC) or Other Audio Visual Means (OAVM) to
transact the following businesses:
Ordinary Business
1. To consider and adopt the Audited Financial Statements
of the Company for the year ended March 31, 2021,
together with the Reports of the Board of Directors and
the Auditors thereon.
2. To declare dividend on equity shares for the financial
year 2020-21.
3. To appoint a Director in place of Mr. N. Ganapathy
Subramaniam who retires by rotation and, being eligible,
oers himself for re-appointment.
Special Business
4. Appointment of Prof. Anurag Kumar (DIN : 03403112)
as an Independent Director
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT Prof. Anurag Kumar (DIN : 03403112)
who was appointed by the Board of Directors on the
recommendation of the Nomination and Remuneration
Committee as an Additional Director (Independent, Non-
Executive) of the Company with eect from November 15,
2020 and who holds oce up to the date of this Annual
General Meeting of the Company in terms of Section 161(1)
of the Companies Act, 2013 (“Act”) and Article 151 of the
Articles of Association of the Company who is eligible
for appointment and in respect of whom the Company
has received a notice in writing from a Member under
Section 160(1) of the Act proposing his candidature to the
oce of Directorship of the Company, be and is hereby
appointed as an Independent Director of the Company.
“RESOLVED FURTHER THAT pursuant to the provisions of
Sections 149, 152 and other applicable provisions, if any, of
the Act, the Companies (Appointment and Qualifications
of Directors) Rules, 2014, read with Schedule IV to the
Act and Regulation 17 and other applicable regulations
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), as amended from
time to time, Prof. Anurag Kumar who meets the
criteria for independence as provided in Section 149(6)
of the Act along with the rules framed thereunder and
Regulation 16(1)(b) of SEBI Listing Regulations and who
has submitted a declaration to that eect, and who is
eligible for appointment as an Independent Director of
the Company, not liable to retire by rotation, for a term
of five years commencing from November 15, 2020 upto
November 14, 2025, be and is hereby approved.
5. Re-appointment of Mr. Sudhakar Rao (DIN : 00267211)
as an Independent Director
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
149, 152 and other applicable provisions, if any, of
the Companies Act, 2013 (“Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule
IV to the Act and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, and pursuant to the
recommendation of the Nomination and Remuneration
Committee and as approved by the Board of Directors,
Mr. Sudhakar Rao (DIN: 00267211) who was appointed as
an Independent Director of the Company and who holds
oce upto July 31, 2021 and is eligible for re-appointment
for the second term as an Independent Director, and has
submitted a declaration that he meets the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and in
respect of whom the Company has received a notice in
writing from a Member under Section 160(1) of the Act
proposing his candidature to the oce of Directorship
of the Company, be and is hereby re-appointed as an
Independent Director of the Company to hold oce for
the second term commencing from August 01, 2021 upto
September 02, 2024 (3 years, 1 month and 2 days period)
and whose oce shall not be liable to retire by rotation.
6. Payment of Commission to Non-Executive Directors of
the Company
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
197 and other applicable provisions, if any, of the
Companies Act, 2013 (“Act”), as amended from time to
time, a sum not exceeding one percent per annum of
the net profits of the Company calculated in accordance
with the provisions of Section 198 and other applicable
ANNUAL REPORT 2020 - 21
12 | Notice
NOTES:
1. In view of the current extraordinary circumstances
caused by the COVID-19 pandemic, the Ministry of
Corporate Aairs (“MCA”) has vide its circular dated May
5, 2020 in relation to “Clarification on holding of annual
general meeting (AGM) through video conferencing (VC)
or other audio visual means (OAVM)” read with General
Circular No. 14/ 2020 dated April 8, 2020 , the General
Circular No. 17/ 2020 dated April 13, 2020, No. 33/2020
dated September 28, 2020 and General Circular No.
39/2020 dated December 31, 2020 and General Circular
No.02/2021 dated January 13, 2021 (collectively referred
to as “MCA Circulars”) permitted the Companies to hold
their Annual General Meeting (“AGM”) through VC /
OAVM, without the physical presence of the Members
at a common venue. In compliance with the provisions
of the Companies Act, 2013 (“Act”), SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) and MCA Circulars, the
current AGM of the Company is being held through VC /
OAVM. The deemed venue for the 32nd AGM will be the
registered oce of the Company.
2. The relevant details, pursuant to Regulations 26(4)
and 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), in respect of Directors seeking
appointment/re-appointment at this Annual General
Meeting (“AGM”) is annexed.
3. Since this AGM is being held pursuant to the MCA
Circulars through VC / OAVM, physical attendance of
Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will
not be available for the AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
However, Body Corporates are entitled to appoint
authorised representatives to attend the AGM through
VC/OAVM and participate thereat and cast their votes
through e-voting.
4. The Members can join the AGM in the VC/OAVM
mode thirty minutes before the scheduled time of
the commencement of the Meeting by following the
procedure mentioned in the Notice. The facility of
participation at the AGM through VC/OAVM will be made
available on first come first served basis.
5. Members attending the AGM through VC / OAVM shall
be counted for the purpose of reckoning the quorum
under Section 103 of the Act.
6. Members desirous of seeking information in respect of
Accounts of the Company are requested to send their
queries to telagm@tataelxsi.com on or before June 18,
2021.
7. In case of joint holders, the Member whose name
appears as the first holder in the order of names as per
provisions, if any, of the Act, be paid to and distributed
amongst the Directors of the Company or some or
any of them (other than the Managing Director and/or
Whole-time Directors) in such amounts or proportions
and in such manner and in all respects as may be
directed by the Board of Directors of the Company on
the recommendation of the Nomination & Remuneration
Committee (NRC) in terms of the Remuneration Policy
of the Company and that such payments shall be made
in respect of the profits of the Company for each of the
financial years, commencing April 1, 2021.
7. Approval for Related Party Transactions
To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 188 of the Companies Act, 2013 (“Act”) and
other applicable provisions, if any, read with Rule 15
of the Companies (Meetings of Board and its Powers)
Rules, 2014, as amended till date, Regulation 23(4)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) and the Company’s policy
on Related Party transaction(s), approval of Shareholders
be and is hereby accorded to the Board of Directors of
the Company to enter into contract(s)/ arrangement(s)/
transaction(s), including any modifications, alterations or
amendments thereto, with Jaquar Land Rover Limited, a
related party within the meaning of Section 2(76) of the
Act and Regulation 2(1)(zb) of the Listing Regulations,
for providing Automative Design & Engineering support,
on such terms and conditions as the Board of Directors
may deem fit, up to a maximum aggregate value of
` 250 Crores per year, for each of the financial years
2021-22 and 2022-23, provided that the said contract(s)/
arrangement(s)/ transaction(s) so carried out shall be at
arm’s length basis and in the ordinary course of business
of the Company.
“RESOLVED FURTHER THAT the Board of Directors be
and is hereby authorised to delegate all or any of the
powers conferred on it by or under this resolution to any
Committee of Directors and/or Managing Director of the
Company and to do all acts and take such steps as may
be considered necessary or expedient to give eect to
the aforesaid resolution.
Bengaluru, April 22, 2021 By Order of the Board
Registered Office: G. Vaidyanathan
ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968
Notice | 13
the Register of Members of the Company will be entitled
to vote at the AGM through e-voting.
8.
Register of Members and Transfer Books of the Company
will remain closed from June 19, 2021 to June 25, 2021
(both dates inclusive) for the purpose of determining the
shareholders entitled to the Dividend as recommended by
the Board of Directors for the year ended March 31, 2021.
9. If the dividend, as recommended by the Board of
Directors, is approved at the AGM, payment of such
dividend will be made as under:
i. To all Beneficial Owners in respect of shares held in
dematerialized form as per the data as may be made
available by the National Securities Depository
Limited (NSDL) and the Central Depository Services
(India) Limited (CDSL) as of the close of business
hours on June 18, 2021.
ii. To all Members in respect of shares held in physical
form after giving eect to valid transmission or
transposition requests lodged with the Company as
of the close of business hours on June 18, 2021.
10. As per Regulation 40 of SEBI Listing Regulations,
as amended, securities of listed companies can be
transferred only in dematerialized form with eect
from April 1, 2019, except in case of request received
for transmission or transposition of securities. In
view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management,
members holding shares in physical form are requested
to consider converting their holdings to dematerialized
form. Members can contact the Company or Company’s
Registrar and Transfer Agent TSR Darashaw Consultants
Private Limited (TCPL) for assistance in this regard.
11. The Securities and Exchange Board of India (SEBI)
has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market.
Members holding shares in electronic form are therefore,
requested to submit their PAN to the Depository
Participant with whom they are maintaining their demat
account. Members holding shares in physical form can
submit their PAN details to the Registrar and Transfer
Agent – TSR Darashaw Consultants Private Limited.
12. As per the provisions of Section 72 of the Companies
Act, 2013 (the “Act”) the facility for making nomination
is available for the Members in respect of the shares
held by them. Members who have not yet registered
their nomination are requested to register the
same by submitting Form No. SH-13. The said form
can be downloaded from the Company’s website
www.tataelxsi.com (under ‘Investors’ section). Members
are requested to submit the said details to their
Depository Participants (“DPs”) in case the shares are
held by them in electronic form and to TSR Darashaw
Consultants Private Limited, in case the shares are held
by them in physical form.
13. Members are requested to intimate changes, if any,
pertaining to their name, postal address, email address,
telephone/ mobile numbers, Permanent Account
Number (PAN), mandates, nominations, power of
attorney, bank details such as, name of the bank and
branch details, bank account number, MICR code, IFSC
code, etc., to their DPs in case the shares are held by
them in electronic form and to the Company’s Registrars
and Transfer Agents, TSR Darashaw Consultants Private
Limited for shares held in physical form, with relevant
documents that may be required.
14. In view of the COVID-19 pandemic and resultant
diculties involved in dispatch of physical copies of the
Annual Report, the MCA, vide its Circular dated May 5,
2020 has dispensed with the requirement of dispatch
of physical copies of the Annual Report. Accordingly,
the Notice of the AGM along with the Annual Report
2020-21 is being sent only by electronic mode to those
Members whose email addresses are registered with
the Company/Depositories. Members may note that
the Notice and Annual Report 2020-21 will also be
available on the Company’s website www.tataelxsi.com,
websites of the Stock Exchanges i.e. BSE Limited
and National Stock Exchange of India Limited at
www.bseindia.com and www.nseindia.com respectively
and on the website of NSDL https://www.evoting.nsdl.
com. For any communication, the shareholders may
also send requests to the Company’s dedicated investor
email-id: investors@tataelxsi.com
15. Members who have not claimed/received their dividend
paid by the Company in respect of earlier years, are
requested to write to the Company’s Registrar and
Transfer Agent, TSR Darashaw Consultants Private
Limited. Members are requested to note that in terms
of Section 125 of the Companies Act, 2013 any dividend
unpaid / unclaimed for a period of 7 years from the date
these first became due for payment, is to be transferred
to the Central Government to the credit of the Investor
Education & Protection Fund (IEPF). The details of the
unclaimed dividends and the underlying shares that
are liable to be transferred to IEPF are also available at
the Company’s website – www.tataelxsi.com/IEPF. In
view of this, members/claimants are requested to claim
their dividends from the Company, within the stipulated
timeline. The Members, whose unclaimed dividends/
shares have been transferred to IEPF, may claim the
same by making an application to the IEPF Authority, in
Form No. IEPF-5 available on www.iepf.gov.in
16. Members at the 28th AGM of the Company, held on July
27, 2017 had approved the appointment of M/s BSR & Co.
LLP (Firm Regn. No. 101248W/W100022) as statutory
auditors of the Company, to hold office for a period of
five years, subject to ratification of shareholders, from
the conclusion of the 28th AGM till the conclusion of the
33rd AGM.
ANNUAL REPORT 2020 - 21
14 | Notice
The Ministry of Corporate Aairs vide its Notification
dated May 7, 2018 has dispensed with the requirement
of ratification of Auditors appointment by shareholders
every year. Hence, the resolution relating to ratification
of Auditors’ appointment is not included in the Notice to
the AGM.
17. Pursuant to Finance Act 2020, dividend income will be
taxable in the hands of shareholders w.e.f. April 1, 2020
and the Company is required to deduct tax at source
from dividend paid to shareholders at the prescribed
rates. For the prescribed rates for various categories,
the shareholders are requested to refer to the Finance
Act, 2020 and amendments thereof. The shareholders
are requested to update their PAN with the Company/
TSR Darashaw Consultants Private Limited (in case of
shares held in physical mode) and Depositories (in case
of shares held in demat mode).
18. A Resident individual shareholder with PAN and
who is not liable to pay income tax can submit a
yearly declaration in Form No. 15G/15H, to avail the
benefit of non-deduction of tax at source, by email to
csg-exemptforms2122@tcplindia.co.in by 06.00 PM
(IST), June 11, 2021. Shareholders are requested to note
that in case their PAN is not registered, the tax will be
deducted at a higher rate of 20%.
Non-resident shareholders can avail beneficial rates
under tax treaty between India and their country of
residence, subject to providing necessary documents i.e.
No Permanent Establishment and Beneficial Ownership
Declaration, Tax Residency Certificate, Form 10F, any
other document which may be required to avail the tax
treaty benefits by sending an email to nriexemptforms@
tataelxsi.com. The aforesaid declarations and documents
need to be submitted by the shareholders by 06.00
PM (IST), June 11, 2021. For detailed instructions and
formats of the Forms and documents to be submitted,
please visit www.tataelxsi.com/investors/corporate-
announcements.
VOTING THROUGH ELECTRONIC MEANS
I.
In compliance with provisions of Section 108 of the
Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014 as
amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation
44 of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Company is pleased
to provide members facility to exercise their right to vote
on resolutions proposed to be considered at the Annual
General Meeting (AGM) by electronic means and the
business may be transacted through e-Voting Services.
The facility of casting the votes by the members using an
electronic voting system from a place other than venue of
the AGM (“remote e-voting”) will be provided by National
Securities Depository Limited (NSDL).
II. The remote e-voting period begins on June 21, 2021 at
9:00 A.M. and ends on June 24, 2021 at 5:00 P.M. The
remote e-voting module shall be disabled by NSDL for
voting thereafter.
III. The Company has appointed Mr. V Madan, Practicing
Company Secretary (CP 21778) as the Scrutinizer for
providing facility to the members of the Company to
scrutinize the voting at the meeting and remote e-voting
process, in a fair and transparent manner.
IV. The facility for e-voting, shall also be made available
during the AGM and Members attending the AGM
through VC/OAVM, who have not already cast their vote
by remote e-voting, may exercise their right to vote
during the AGM through the NSDL portal.
V. The members who have cast their vote by remote
e-voting prior to the AGM can also participate through
VC / OAVM, but shall not be entitled to cast their vote
through e-voting again.
VI. The voting rights of Members shall be in proportion to
their shares in the paid-up equity share capital of the
Company as on the cut-o date.
VII.
The remote e-voting period commences on June 21, 2021
(9:00 am) and ends on June 24, 2021 (5:00 pm). During
this period members of the Company, holding shares
either in physical form or in dematerialized form, as on
the cut-o date of June 18, 2021, may cast their vote by
remote e-voting. The remote e-voting module shall be
disabled by NSDL for voting thereafter. Once the vote on a
resolution is cast by the member, the member shall not be
allowed to change it subsequently or cast the vote again.
The procedure to login to e-Voting website consists of two
steps as detailed hereunder.
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in demat
mode
Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 on “e-Voting
facility provided by Listed Companies”, e-Voting process
has been enabled to all the individual demat account
holders, by way of single login credential, through their
demat accounts / websites of Depositories / DPs in
order to increase the eciency of the voting process.
Individual demat account holders would be able to
cast their vote without having to register again with
the e-Voting service provider (ESP) thereby not only
facilitating seamless authentication but also ease and
convenience of participating in e-Voting process.
Shareholders are advised to update their mobile number
and e-mail ID with their DPs in order to access e-Voting
facility.
Notice | 15
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders
holding securities in
demat mode with NSDL.
1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS”
section. A new screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
options available against company name or e-Voting service provider - NSDL and you
will be re-directed to NSDL e-Voting website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
options available against company name or e-Voting service provider - NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders
holding securities in
demat mode with CDSL
1. Existing users who have opted for Easi / Easiest, they can login through their user id
and password. Option will be made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.
The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders
(holding securities in
demat mode) login
through their depository
participants
You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to
see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-Voting feature. Click
on options available against company name or e-Voting service provider-NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
ANNUAL REPORT 2020 - 21
16 | Notice
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders
holding securities in
demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request
at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders
holding securities in
demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request
at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders
holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold
shares in demat account
with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold
shares in demat account
with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12************** then your user ID is 12**************
c) For Members holding
shares in Physical Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated
to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the
attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
Notice | 17
(ii) If your email ID is not registered, please
follow steps mentioned below in process for
those shareholders whose email ids are not
registered
6. If you are unable to retrieve or have not received the
“Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you
are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b)Physical User Reset Password?” (If you are holding
shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by
aforesaid two options, you can send a request at
evoting@nsdl.co.in mentioning your demat account
number/folio number, your PAN, your name and
your registered address etc.
d) Members can also use the OTP (One Time Password)
based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms
and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of
e-Voting will open.
Step 2: Cast your vote electronically and join General
Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General
Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all
the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of company for which you wish to cast
your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed
under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page
opens.
4. Cast your vote by selecting appropriate options i.e.
assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit”
and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully”
will be displayed.
6. You can also take the printout of the votes cast by you by
clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will
not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority
letter etc. with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to
the Scrutinizer by e-mail to scrutinizer.tel@gmail.com
with a copy marked to evoting@nsdl.co.in
2. It is strongly recommended not to share your password
with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will
be disabled upon five unsuccessful attempts to key in
the correct password. In such an event, you will need
to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.:
1800-222-990 or send a request at evoting@nsdl.co.in
Other Instructions
1. The voting rights of Members shall be in proportion to
their shares in the paid-up equity share capital of the
Company as on the cut-o date. A person, whose name
is recorded in the register of members or in the register of
beneficial owners maintained by the depositories as on
the cut-o date only shall be entitled to avail the facility
of voting, either through remote e-voting or voting at the
AGM through electronic voting system or poll paper.
2.
Any person, who acquires shares of the Company and
becomes a Member of the Company after mailing of the
Notice and holding shares as of the cut-o date, may
obtain the login ID and password by sending a request at
evoting@nsdl.co.in. However, if he/she is already registered
with NSDL for remote e-voting then he/she can use his/her
existing User ID and password for casting the vote.
3.
The Scrutinizer shall, immediately after the conclusion
of voting at the AGM, first count the votes cast during
the Meeting, thereafter, unblock the votes cast through
remote e-voting in the presence of at least two witnesses
not in the employment of the Company and make, not later
than 48 hours of conclusion of the AGM, a consolidated
Scrutinizer’s Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorised by
him in writing, who shall countersign the same.
ANNUAL REPORT 2020 - 21
18 | Notice
4. The result declared along with the Scrutinizer’s
Report shall be placed on the Company’s website
www.tataelxsi.com and on the website of NSDL
www.evoting.nsdl.com. The Company shall
simultaneously forward the results to National Stock
Exchange of India Limited and BSE Limited, where the
shares of the Company are listed.
Process for registration of e-mail id for obtaining Annual
Report and User ID/password for e-voting and updation of
bank account mandate for receipt of dividend:
i. Shareholders may register their e-mail address or PAN ,
if not registered with the Depositories (for shares held in
electronic form) / Company (for shares held in physical
form), on or before 5:00 p.m. (IST) on Tuesday June 15,
2021 , to receive the Notice to the AGM along with Annual
Report 20-21, by completing the process as under:
a. Visit the link https://tcpl.linkintime.co.in/EmailReg/
Email_Register.html
b. Select “Tata Elxsi Limited” from the dropdown
c. Enter details in respective fields such as DP ID and
Client ID (if shares held in electronic form) / Folio no.
and Certificate no. (if shares held in physical form),
Shareholder name, PAN, mobile no. and e-mail id.
d. System will send OTP on mobile no. and e-mail id.
e. Enter OTP received on mobile no. and e-mail id.
It may be noted that the above registration is for the
purpose of receiving communication related to the
AGM only. Members are requested to liaise with TSR
Darashaw Consultants Private Limited or their respective
Depository Participants for updation of details.
ii. For updation of Bank details for shares held in physical
form, please send a request to the Registrar and Share
Transfer Agent of the Company at csg-unit@tcplindia.co.in
along with the Folio No, Name of the shareholder,
scanned copy of the certificate (front and back), self-
attested copy of the PAN card and Aadhar along with
the following details:
a) Name and Branch of the Bank in which you wish to
receive the dividend,
b) the Bank Account type,
c) Bank Account Number allotted by their banks after
implementation of Core Banking Solutions
d) 9 digit MICR Code Number, and
e) 11 digit IFSC Code
f) a scanned copy of the cancelled cheque bearing the
name of the first shareholder
For shares held in demat form - Please contact your
Depository Participant (DP) and register your email
address and bank account details in your demat account,
as per the process advised by your DP.
INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM
THROUGH VC / OAVM :
1. Members will be able to attend the AGM through VC /
OAVM or view the live webcast of AGM provided by NSDL
at https://www.evoting.nsdl.com by using their remote
e-voting login credentials and selecting the EVEN 116039
for Company’s AGM.
Members who do not have the User ID and Password
for e-voting or have forgotten the User ID and Password
may retrieve the same by following the remote e-voting
instructions mentioned in the Notice. Further Members
can also use the OTP based login for logging into the
e-voting system of NSDL.
2. Facility of joining the AGM through VC / OAVM shall open
30 minutes before the time scheduled for the AGM and
will be available for Members on first come first served
basis.
3. Members who need assistance before or during
the AGM, can contact NSDL on evoting@nsdl.co.in,
1800-222-990 or Ms. Sarita Mote at saritam@nsdl.co.in /
+ 91 22 24994890 or write to the Company at
telagm@tataelxsi.com
4. Members who would like to express their views or ask
questions during the AGM may register themselves
as a speaker by sending their request from their
registered email address mentioning their name, DP
ID and Client ID/folio number, PAN, mobile number at
telagm@tataelxsi.com between June 16, 2021 and
June 21, 2021. The facility to express views/ask questions
during the AGM shall be restricted only to those members
who have pre-registered themselves as a speaker. The
Company reserves the right to restrict the number of
speakers depending on the availability of time for the
AGM.
Bengaluru, April 22, 2021 By Order of the Board
Registered Office: G. Vaidyanathan
ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968
Notice | 19
The following Explanatory Statement pursuant to Section 102
of the Companies Act, 2013, sets out all material facts relating
to the business mentioned at Item Nos. 4,5,6 and 7 of the
accompanying Notice:
Item No. 4
The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, appointed Prof.
Anurag Kumar as an Additional Director (Non Executive,
Independent) of the Company with eect from November 15,
2020. In terms of Section 161 (1) of the Companies Act, 2013,
Prof. Anurag Kumar holds oce up to the date of this Annual
General Meeting.
Pursuant to the provisions of Section 149 read with Schedule
IV of the Companies Act, 2013, Prof. Anurag Kumar has given
necessary declaration to the Board that he meets the criteria
for independence as provided u/s. 149(6) of the Act. The
Board is of the opinion that Prof. Kumar fulfills the conditions
specified in the Act and the Rules framed thereunder,
for appointment as Independent Director and that he is
independent of the management. The appointment of Prof.
Kumar is now being placed before the Members for their
approval. The Company has, in terms of Section 160(1) of the
Act received in writing a notice from a Member, proposing his
candidature to the oce of the directorship of the Company.
Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD (1981)
Cornell Univ., was a Member of Technical Sta in AT&T Bell
Laboratories (1981-1988), before returning to India and joining
the Indian Institute of Science (IISc) as a faculty member in
the ECE Department. He became a Professor in 1996, and was
the Director of IISc during 2014-2020. He has published 200
peer reviewed papers in journals and conferences, in the area
of communications networking and distributed systems.
He has consulted for government and private organisations,
and has mentored a networking start-up from its early years
to a global footprint. He has led the authorship of two major
books that have been used around the world. He was the 1977
President’s Gold Medallist in IIT Kanpur. He has been elected
Fellow of the IEEE, the Indian National Science Academy
(INSA), the Indian National Academy of Engineering (INAE),
the Indian Academy of Science (IASc), and The World
Academy of Sciences (TWAS). He received the 2015 Vasvik
Award for Information Technology, and the 2017 IEI-IEEE
Award for Engineering Excellence. He is a recipient of the
J.C. Bose National Fellowship, awarded by the Department of
Science Technology, for the period 2011-2021.
The Board recommends the Resolution at Item No. 4 of this
Notice for approval of the Members.
Further details of Prof. Kumar have been provided in the
Annexure to this Notice.
None of the Directors, KMP and / or their relatives, except Prof.
Anurag Kumar and his relatives are concerned or interested in
the resolution set forth in Item No. 4 of the Notice.
Item No. 5
The Members of the Company at the 28th Annual General
Meeting held on July 27, 2017 had approved the appointment
of Mr. Sudhakar Rao as an Independent Director of the
Company from August 01, 2016 for a term of 5 years up to July
31, 2021. The tenure of Mr. Sudhakar Rao as an Independent
Director expires on July 31, 2021.
Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting held
on April 22, 2021 had approved the re-appointment of
Mr. Sudhakar Rao as an Independent Director of the Company
for a second term commencing from August 01, 2021 upto
September 02, 2024 (3 years, 1 month and 2 days period), in
terms of Section 149 read with Schedule IV of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, or any amendment thereto
or modification thereof.
The Company has, in terms of Section 160(1) of the Act
received in writing a notice from a Member, proposing his
candidature for the office of Director.
Mr. Sudhakar Rao is a retired Indian Administrative Service
(IAS) ocer belonging to the 1973 batch. He held various
assignments including Chairman & Managing Director of the
Karnataka Urban Infrastructure Development and Finance
Corporation (KUIDFC); Principal Secretary - Finance; Principal
Secretary - Home; Principal Secretary to the Chief Minister of
Karnataka; Development Commissioner and acted as the Chief
Secretary of Karnataka until retirement from government
service on 30th September 2009. Mr. Rao was conferred the
Kannada Rajyotsava Award under Public Service category by
the Government of Karnataka on November 1, 2010.
Mr. Rao holds a Master’s Degree in Economics from the
Delhi School of Economics and a Master’s Degree in Public
Administration from the Kennedy School of Government,
Harvard University. Mr. Rao acts as the Independent Director
for various listed companies.
Further details of Mr. Rao have been provided in the Annexure
to this Notice.
The Board recommends the resolution at Item No. 5 of this
Notice for approval of the Members.
None of the Directors, KMP and / or their relatives, except
Mr. Sudhakar Rao and his relatives are concerned or interested
in the resolution set forth in Item No. 5 of the Notice.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ANNUAL REPORT 2020 - 21
20 | Notice
Item No. 6
In view of the valuable services being rendered by the
Directors to the Company and the increased responsibilities
they are required to shoulder, the members had at the
Twenty-seventh Annual General Meeting held on 26th July,
2016, approved payment of commission not exceeding 1%
per annum of the net profits of the Company to the Non-
Executive Directors of the Company for a period of five years
commencing from 1st April 2016, to be distributed amongst
some or all of the Directors in accordance with the directions
given by the Board on the recommendation of the Nomination
and Remuneration Committee.
Consequent to the expiry of the said period of five years on
31st March 2021, it is proposed to extend payment of such
commission for the period commencing from 1st April 2021.
None of the Directors or Key Managerial Personnel (KMP)
or relatives of directors and KMPs except Non-Executive
Directors, who are in receipt of commission and their relatives
are concerned or interested in the proposed business at Item
No.6 of the notice.
Item No. 7
Section 188 of the Companies Act, 2013 and the applicable
Rules framed thereunder read with Regulation 23 of
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations 2015, provide that
transactions with Related Parties where the aggregate value of
transaction(s) amounts to 10% or more of the annual turnover
of the Company as per last audited financial statements of the
Company shall be considered material and will require prior
approval of shareholders through ordinary resolution.
Accordingly, transaction(s) entered into with Jaquar Land
Rover Limited (“JLR”) comes within the purview of Related
Party transaction(s) in terms of provisions of the Act,
applicable Rules framed thereunder read with the Listing
Regulations, post the Company becoming the subsidiary of
Tata Sons Private Limited.
The value of proposed aggregate transactions with Jaquar
Land Rover Limited is likely to exceed the said threshold limit
and is expected to be around ` 250.00 Crores per year during
the financial years 2021-22 and 2022-23.
Hence, approval of the shareholders is being sought for the
said Related Party Transaction(s) proposed to be entered
into by the Company with JLR in the financial years 2021-22
and 2022-23.
Pursuant to Rule 15 of Companies (Meetings of Board and its
Powers) Rules, 2014, as amended till date, particulars of the
transactions with Jaquar Land Rover Limited are as follows:
Name of the related party Jaquar Land Rover Limited
Name of the director or key managerial
personnel who is related, if any
None
Nature of relationship By virtue of Jaquar Land Rover Limited being a subsidiary of Tata Motors Limited,
which is an associate of the promoter - Tata Sons Private Limited, Tata Elxsi Limited
and JLR are Related Party.
Nature, material terms, monetary
value and particulars of the contract
or arrangements
Contract / agreement to provide design, technology and engineering services,
including advanced R&D.
Proposed contract value for FY 2021-22 & 2022-23 : ` 250 Crores per year
Any other information relevant or
important for the members to take a
decision on the proposed resolution
The Members of the Company had approved the amendment to the Articles of
Association of Company, through special resolution vide postal ballot eective
December 01, 2020, wherein Tata Sons Private Limited shall have the right to nominate
1/3rd of the total number of Directors (including the Chairman) on the Board.
Consequently, considering the requirement of Ind AS-110, Consolidated Financial
Statements, the Company has become a subsidiary of Tata Sons Private Limited
with eect from December 01, 2020 and accordingly Jaquar Land Rover Limited
(subsidiary of Tata Motors Limited) shall be treated as a related party.
Tata Elxsi (“TE”) has been engaged with JLR prior to the acquisition of the company
by Tata group. JLR is one of the oldest customer of Tata Elxsi’s Automotive Division.
TE act as R & D Centre for their various new vehicle programs and provide niche
product design expertise and engineering services in the areas of mechanical,
electronics and software development and complete vehicle program management.
The transactions under consideration, to be entered into by the Company with JLR
for the above periods is in the ordinary course of business and at arms length basis.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested,
financially or otherwise, in the resolution.
The Board of Directors recommends passing of the resolution as set out at item no. 7 of this Notice as an Ordinary Resolution.
Notice | 21
ANNEXURE
Details of Directors seeking appointment / re-appointment at the Annual General Meeting
Particulars Mr. N. G. Subramaniam Mr. Sudhakar Rao Prof. Anurag Kumar
Date of Birth May 20, 1959 September 03, 1949 July 13, 1955
Date of
appointment
November 01, 2014 August 01, 2016 November 15, 2020
Qualifications M.Sc (Mathematics) M.A Economics,
Delhi School of Economics;
M.A (Public Administration),
Kennedy School of
Government, Harvard
University
B.Tech. Electrical Engineering,
IIT Kanpur
Ph.D - Cornell University
Expertise in specific
functional areas
IT Industry and General
Management
General Management and
Administration
IT Industry and General
Management
Directorships
held in other
public companies
(excluding foreign
companies
and Section 8
companies)
Tata Consultancy Services
Limited
1. Healthcare Global
Enterprises Limited
2. L&T Infrastructure
Development Projects
Limited
3. IFFCO-TOKIO General
Insurance Company
Limited
Nil
Memberships/
Chairmanships of
committees of other
public companies
(Audit Committee
and Stakeholders’
Relationship
Committee
considered)
Nil Audit Committee [Chairman]
1. IFFCO-TOKIO General
Insurance Company
Limited
2. L&T Infrastructure
Development Projects
Limited
3. Healthcare Global
Enterprises Limited
Nil
Number of
shares held in the
Company as on
March 31, 2021
Nil Nil Nil
None of the Directors seeking appointment / re-appointment are related to any of the other Directors of the Company within
the meaning of the term “relative” as per section 2(77) of the Companies Act, 2013.
ANNUAL REPORT 2020 - 21
22 | Directors' Report
DIRECTORS’ REPORT TO THE MEMBERS
3. Dividend
Your Directors recommend for your approval, final
dividend of 240 % (` 24 per share), subject to tax, and
a one-time special dividend of 240% (` 24 per share)
subject to tax, for the year ended March 31, 2021 on
6,22,76,440 equity shares of ` 10/- each fully paid-up,
aggregating to 480% (` 48 per share), compared to
165% (` 16.50/- per share) on 6,22,76,440 equity shares
of ` 10/- each fully paid-up in the previous year.
This will involve an outgo of ` 298.93 crores, compared
to ` 102.76 crores, in the previous year.
The Company’s Dividend Distribution Policy (DDP) is
available in the Investors section of the company website:
www.tataelxsi.com/DividendDistributionPolicy
4. Reserves
Your Directors have approved a transfer of ` 10 Crores to
the General Reserves for the year ended March 31, 2021,
as against an amount of ` 10 crores transferred in the
previous year.
5. Review of Operations
The total income during the year under review increased
by 12.0% from ` 1668 crores in the previous year to ` 1866
crores.
The Profit Before Tax (PBT) was ` 512 crores against ` 352
crores in the previous year. The Profit After Tax (PAT) was
` 365 crores against ` 252 crores in the previous year.
During the year under review, despite the unprecedented
situation where the entire world was engulfed with the
pandemic, your Company and its employees immediately
adapted to the new normal and continued seamless -
customer commitments and promises to its customers.
6. Management Discussion and Analysis
Industry Outlook
The year 2020 was disrupted by pandemic-related sharp
declines in growth across industries. When the global
economy shrank by 3.3% YoY in 2020 (IMF), India’s
IT & ITeS sector shone brightly, growing by 2.3% YoY
(Nasscom) thanks to faster digital technology adoption.
According to Nasscom’s Strategic Review 2021, India’s
technology sector contributed 8% of national GDP and
52% of services exports.
The rate of digital technology adoption has increased
across industries, resulting in rapid revenue growth for
technology service providers. Enterprises are diverting
their CAPEX budgets to technology and prioritizing
digitization in the face of a pandemic. According to
Nasscom’s CEO survey, 70% of businesses expect
increased investment in global technology in 2021. With
1. Your Directors are pleased to present the Thirty Second Annual Report on the business and operations of the Company
along with the Audited Statements of Accounts for the financial year ended March 31, 2021.
2. Result of Operations - Extract
` In Crores
2020-21 2019-20
Revenue from operations 1,826 1,610
Other income (Net) 40 58
Total Income 1,866 1,668
Profit before financial expenses, depreciation 562 401
Less: Financial expenses 6 6
Depreciation/ Amortization 44 43
Profit before tax 512 352
Tax expenses 144 96
Profit after tax for the year 368 256
Other Comprehensive income -3 -4
Net Profit for the year 365 252
Add: Profit brought forward 942 804
Transition impact of Ind As 116 - 3
Less: Dividend and Dividend Tax* 103 101
Transfer to General Reserve 10 10
Balance Profit carried to Balance Sheet 1,194 942
*Pertains to previous years
Directors' Report | 23
increased hyper-digitization and technology adoption
across industries, growth verticals such as healthcare,
pharma, medical devices, software & internet, and
consumer electronics are expected to accelerate in 2021.
In 2021, depressed economic activity and wages,
increasing interest rates and geopolitical tension,
foreign exchange rate volatility, and a downturn in some
industries such as cars, travel, and tourism would all pose
challenges to development. However, due to advanced
economies’ resilience against recession and a better-
than-expected recovery in emerging markets, a faster
vaccination, central bank monetary support, and fiscal
stimulus across major economies have significantly
reduced the magnitude of the economic downturn than
previously predicted. We expect this growth to intensify
in the coming months, resulting in global economic
normalization.
According to Zinnov, the global ER&D was USD 1.4 Trillion
and is expected to grown by a CAGR of 11% to 1.9 Trillion
by 2023.
While Manufacturing verticals such as Aerospace,
Automotive, and Industrial bore the brunt of the
pandemic and witnessed a change in ER&D priorities,
5G, Digital Thread, and Sustainable engineering are the
key pillars that will drive digital engineering spend going
forward.
The rapid adoption of intelligent, connected and
smart initiatives such as Tele X, intelligent workplaces,
contactless commerce, leveraging new age technologies
such as Artificial intelligence, AR/VR, IoT is set to further
fuel ER&D spend across verticals and make enterprises
anti-fragile.
Covid-19 triggered significant disturbances in the
automotive industry as well. Lockdowns resulted in
a substantial drop in car sales in the first half of FY21.
The selling of LV/passenger cars has declined sharply in
developed/larger economies such as the United States,
the United Kingdom, and China and major EU economies
such as Germany, France, Italy, Spain, and others. The
second half of FY21 saw a modest rebound, but the total
car and SUV sales fell by 16% to 76.5 million in 2020.
As per Moody’s stable outlook, auto demand is likely to
improve in 2021, but at a slower pace, which is expected
to continue next year with mid-to-high single-digit
sales growth in 2022. China, the world’s largest market,
witnessed 10% contraction in auto sales in 2020, and the
other geographies also witnessed similar dip. However,
demand began to return to normal levels in H2 2020 and
it is expected to see 2.5% YoY growth in auto unit sales
in 2021.
One of the few sectors that was positively aected by
the pandemic was the Media and Communications
sector. With a surge in data & telecom services due to
global lockdowns, the Media & Communications sector is
expected to grow by a CAGR of 4% between 2020-2023.
Furthermore, investments are expected to increase in OTT,
5G, SDN/NFV and AI. The pandemic acted as a trigger,
accelerating several developments that were already in
motion. With movie theatres closing, OTT (direct-to-
consumer through streaming platforms) saw a healthy
increase in streaming content consumption, subscription
services, and ad-supported models. With the increased
adoption of remote working teams and the availability
of successful digital collaborative tools, demand for
services such as in-home access, home broadband, and
over-the-top (OTT) services is increasing. Consumer and
enterprise adoption of innovative wireless technology
like 5G has increased due to the COVID-19 pandemic, as
has customers’ desire to try new content options.
According to numerous research and industry data,
pandemic-driven lockdowns and social distancing
recommendations have profoundly rooted digital
technologies in consumers’ attitudes and day-to-day
lives. Consumers are collaborating with colleagues,
staying in touch with friends and family, and consulting
with physicians digitally. They make unprecedented use
of mobile banking and contactless payment apps.
COVID has served as an inflection point for digital
transformation across the healthcare ecosystem.
Transforming the patient experience value chain is top
priority for providers. The uberization of patient care is
the biggest COVID led disruption.
Healthcare payers are accelerating digital investments to
automate the trifecta of sales, operations, and services.
Medical devices firms are unlikely to witness a significant
change in their R&D roadmaps; their focus on connected
devices will receive an impetus. The global health
spending is expected to rise at a 3.9% CAGR during
2020-2024, led by Asia and Australia (5.3%) and the
economies of Central and Eastern Europe (5.2%).
A new trend has emerged during this pandemic phase:
creating digitally enabled, on-demand, and seamlessly
connected consumer experiences that drive doctor-
patient interactions. Consumers are increasingly turning
to technology to track their well-being, track their fitness,
and order medicines. Consumers are more comfortable
than ever before to use virtual visits with doctors and
adopt tools for consultation, and this trend is expected
plan to continue even post Covid. Consumers’ attention
has turned to disease prevention by fostering healthier
habits, vitality, well-being, and early detection.
ANNUAL REPORT 2020 - 21
24 | Directors' Report
Cloud computing, artificial intelligence, and virtual care
delivery systems are becoming increasingly important
in the digital transformation of healthcare around the
world. Because of its ability to process and distribute
data eectively and collaboratively, cloud computing
technology will help health systems develop their IT
infrastructure and lower costs. AI employs algorithms
and machine learning (ML) to analyze and interpret data,
provide customized interactions, and automate routine
and costly healthcare operations.
Business Analysis
Your Company reported operating revenues of 1826.2
crores in FY 2021, an increase of 13.4% year on year. This
growth was mostly volume-led with constant currency
growth of 8% YoY. Our operating profit (EBITDA) was
522.4 crores, up 52.3% year on year, with EBITDA margins
of 28.6%, up 730 bps. Profit before tax was 511.9 crores,
up 45.3% year on year and surpassing 500 crores for the
first time in the Company’s history. The Company’s net
profit for the year was ` 368.1 crore, up 43.7% year on
year.
The onsite oshore revenue mix has also shifted this
year, with the oshore share rising by 920 bps to 66.9%.
Operating margins have also improved as a result of this.
Over the year, the Company hired a net of 785 new
engineers and saw its attrition rate drop by 360 bps
(6.6% for FY21).
Your Company has been diligently working to reduce
client concentration which is evident from FY21 results.
The contribution of the top client in operating revenues
has declined from 16.1% in FY 2020 to 11.8% in FY 2021.
The top 5 clients and top 10 clients in operating revenues
have also reduced by 320 bps and 370 bps respectively
in FY2021.
Our geographical revenue contribution has also further
diversified, with US contributing to 36.8%, Europe 36.1%
and India 13.3%.
Client diversification- Revenue Contribution in FY21
Top 10
Top 5
Top 1
FY21
11.8%
35.0%
46.8%
16.1%
38.2%
50.5%
FY20
Geographical diversification- Revenue Contribution in
FY21
Row,
13.9%
India,
13.3%
Americas,
36.8%
Europe,
36.1%
Our operations are classified into two business segments,
i.e., Software Development & Services and Systems
Integration & Support.
Software Development and Services
During the financial year 2021, the Software Development
and Services business generated revenues of ` 1,781.6
crores, registering a growth of 14.1% year on year. The
segment profit increased by 34.7% from ` 409.6 crores
in the previous year to ` 551.8 crores in FY21.
This segment witnessed healthy growth in FY 2020-21,
supported by all key segments. The transportation
business has been showing a sustained recovery while
the media & communications business and healthcare
business are growing at a steady pace. Our eorts to
diversify revenues by redeploying the available resources
and capabilities into other adjacencies, i.e., o-road
and rail, accelerating new customer acquisition, and
diversification strategies to de-risk revenue dependency
from customer/ segment/ region are yielding results.
The software development and services segment consists
of two business divisions; Embedded Product Design and
Industrial Design & Visualization that provide technology
and design services to customers across industries.
Embedded Product Design
The Embedded Product Design (EPD) division provides
technology consulting, new product design, development,
and testing services for the Transportation, Media,
Broadcast & Communication and Healthcare. During the
year 2020-21, this division generated revenues of ` 1611
crores, registering a growth of 14.8% Y-o-Y.
In the latest Zinnov Zones 2020 Study, your Company
was ranked in the ‘Leadership Zone’ across multiple
sectors. Your Company’s extensive and well-established
ER&D services were recognized in the survey, and it was
rated in the Leadership Zone in the Automotive and
Media & Communications industries. With three decades
Directors' Report | 25
of experience in providing product design, technology
development, testing, and systems integration services,
Tata Elxsi has an unparalleled depth of industry expertise
in each of these segments. According to the report, Tata
Elxsi was also recognized as a well-established niche player
in advanced technologies such as Digital Engineering,
Artificial Intelligence, and the Internet of Things.
The key sectors addressed by EPD include:
Transportation
Your Company is a preferred partner for leading
car manufacturers, OEMs, and suppliers to develop
electronics and software for powertrain, infotainment,
connectivity, active safety, and comfort. Tata Elxsi
provides R&D, design, and product engineering services
to leading global automotive and transportation industry
players. This business segment contributed to 41.2% of
EPD revenues.
Consumer demand is driving the emergence, progress,
and adoption of new trends and technologies in the
global transportation sector. Market preferences are
transitioning to 24/7 communication in this digital age.
Connected devices are now supporting telematics,
infotainment, navigation services, vehicle control, ADAS
(Advanced Driver Assistance Systems), and autonomous
driving, among other services, in the automotive world.
Digitally connected vehicles are incredible ways for
brands and OEMs to understand their purchasers and their
preferences better, nurture this relationship all through
the possession lifecycle, and set out open doors for new
income streams for themselves and the entire value chain
through this association. Tata Elxsi plays at this specific
intersection, taking knowledge and technology from
various industries and blending it with award-winning
design thinking and digital capabilities to generate value.
Global Automotive ER&D (USD-Bn)
2019 2020 2023
157
5%
-8%
3%
144
157
As per the Zinnov report, global automotive ER&D
spending reached US$157 bn in 2019, registering a growth
of 5% y-o-y, led by investments in Digital Engineering
fuelled by increasing focus on new-age technologies.
Automotive OEMs and component manufacturers are
growing their R&D expenditures on digital innovation
initiatives to develop autonomous, ADAS, and industry
4.0 capabilities. Digital ER&D (US$ 133.5 bn) constitutes
a significant part of global automotive ER&D spend.
Though the Automotive ER&D segment registered an 8%
decline in spend in 2020, it is expected to reach US$ 157
bn by 2023.
During FY2020-21, your Company announced the opening
of the Global Engineering Center (GEC) with Schaeer
Technologies AG & Co. KG, a world leader in providing
mechatronics solutions for the Transportation industry.
Tata Elxsi is the global engineering services partner for
Schaeer, and the GEC is part of a strategic multi-year
engineering services engagement. This relationship
strengthens your Company’s automotive presence in
Europe and reinforces the strategic investments as a
design-led engineering solutions provider over the years.
Your Company is investing in strengthening electric
vehicles’ development capabilities, including control
software development, battery management systems,
and validation. We continue to invest in developing IP in
select areas, creating new monetization opportunities, and
demonstrating expertise in specific areas of future growth.
Media, Broadcast and Communications
Tata Elxsi addresses the complete product development
lifecycle from R&D, new product development, and testing
to maintenance engineering for Broadcast, Consumer
Electronics, and Communications. Your Company works
with leading broadcasters & operators to develop and
deliver new connected services and superior customer
experience. The Media, Broadcast and Communications
division contributes 44.7% of EPD revenues.
As per Zinnov’s report, global hi-tech-led verticals
consisting of software & internet, semiconductor, and
telecom are expected to reach the US $484 Billion by
2023, registering a CAGR of 14%, 2019-2023.
Global Hi-Tech led ER&D (USD-Bn)
2019 2020 2023E
347 360
8.7%
484
ANNUAL REPORT 2020 - 21
26 | Directors' Report
Pandemic-led viewership and content consumption
experienced in the recent past by OTT platforms and
streaming has led Broadcast and Media companies to
allocate more resources to connect directly with their
audiences through new platforms or digital media.
Your Company oers better customer engagement
through the user-centric design and AI-based video
analytics for hyper-personalization for rich interaction
with users. Our FalconEye solution enables a superior
quality experience, thereby helping content providers
increase customer loyalty, retention and extend their
customer base. We help our customers adopt new
strategies and agile approaches for application and
content development, aggregation, and delivery.
Your Company also assists leading telecom operators in
their digital and network transformation eorts, assisting
with integration, process automation, and new service
rollouts.
In FY 2020-21, Tata Elxsi expanded its RDK oerings
by developing an end-to-end, full-stack, intuitive User
Interface solution for RDK Video Accelerator set-top
boxes. This solution oers faster application development
cycles for operators adopting RDK for their video and
broadband services.
Tata Elxsi teamed up with Syntiant Corp., a deep learning
chip technology company, to assist manufacturers in
designing and developing low-power always-on voice
applications for various product categories, including
smart home devices and consumer electronics, as well as
industrial and transportation use cases.
Tata Elxsi announced an expansion of its relationship
with INVIDI Technologies to bring addressable television
capabilities to pay-TV operators in India, Asia-Pacific,
and MEA.
Your Company was selected as a 3PL certification partner
for Google Widevine to deliver secure premium content
protection for Broadcast, Media, Consumer Electronics,
and Automotive applications. This certification
partnership further expands Tata Elxsi’s oerings and
leadership in the Broadcast, media, consumer devices,
and transportation domains and enabling leading brands,
content distributors, OTT providers, and operators with
a seamless development, integration, and certification
service for Widevine solutions, ensuring faster time-to-
market for their revenue-generating services.
Healthcare
The Healthcare segment contributed 9.9% of EPD
revenues and continues to be fastest-growing segment,
registering a 49.4% Y-o-Y revenue growth in FY 2020-21.
With the growing demand for point-of-care devices,
digital self-diagnosis devices, wearable monitoring, and
alert systems. Your Company supports global medtech,
digital health, pharmaceuticals, and biotech businesses
conceptualize, launch, and sustain products in one of the
most regulated industries in the world.
The sector’s GDP share should average 10.3% in 2021 and
2022.
As per Zinnov’s report, Global Healthcare (services
led) ER&D is expected to reach US$ 45 Billion by 2023,
registering a CAGR of 9.8%, 2019-23. The total global
R&D spend in the Medical Devices industry stands at
USD 48-49 Bn in 2019 (Zinnov), concentrated on top
players. North America is the biggest spender, with 59%
of the pie, followed by Europe at 34% and APAC, 7%.
Global Healthcare ER&D (USD-Bn)
2019 2020 2023E
31 33 45
9.8%
With our deep expertise in product design and
engineering space, your Company is continuously piloting
design innovation in the healthcare industry. We engage
with our customers to design next-generation products
in critical care, patient monitoring, and drug delivery.
We are working on cloud-based platforms that help
consolidate and provide valuable data for analytics on
the digital side. We are developing software accelerator
platforms in regulatory intelligence and clinical workflow
automation to improve operational eciencies for the
end-users significantly.
During the year, Tata Elxsi announced the opening of
a Global Engineering Center (GEC) with Aesculap AG,
a subsidiary of B.Braun, one of the world’s leading
manufacturers of medical devices and pharmaceutical
products and services. This GEC brings together
integrated competencies in R&D and innovation, digital
technologies, deep domain understanding of medical
devices and ever-evolving regulatory standards. This
center will be essential to accelerate innovation and
drive Aesculap‘s medical business’s transformation and
growth.
Directors' Report | 27
Industrial Design and Visualization
Tata Elxsi works with customers to develop innovative
products, services, and experiences that help them
establish brands and grow their businesses. We assist
clients worldwide in bringing new concepts and goods
to market by combining design and technology.
Your Company’s services span across consumer research
and strategy, branding and graphics, product design,
service design, user experience design, transportation
design, 3D-prototyping, visualization, and manufacturing
support.
Together with our clients, we simplify and enhance
service value by analyzing problems, identifying
opportunities, improving processes, and creating unified
solutions, meaningful interactions, spaces, and products.
This business continues to deliver integrated services for
customers in Transportation, Media & Communication &
Healthcare sectors, enabling dierentiation and added
value, even as it addresses independent design projects
in other sectors such as FMCG and consumer appliances.
During the year under review, this business registered a
turnover of ` 170 crores and a growth of 9% YoY.
DishTV selected your Company to develop ‘Orbit,’ the
new user interface (UI) for both its brands DishTV & d2h.
This enables subscribers with a seamless TV and online
viewing experience. The new interface will leverage
artificial intelligence and machine learning to make it
easier to find content on TV where users are restricted
to traditional remotes. This engagement is a great
example of our integrated service oering where our
design and technology teams worked together to create
a completely new, yet intuitive UI with robust product
performance that helped create a visual identity and a
branded experience for Dish TV.
Your Company has won its second iF Design Award this
year after the first one in 2017. Tata Elxsi won this world-
renowned award for design excellence for its innovative
and exceptional design concept for a Mixed Reality
(MR) Based Smart Assistive Wearable Device. These
devices have been designed to help people with special
needs such as Autism or Alzheimer’s to deal with social
situations, which they might otherwise find dicult.
Your Company also won two ‘India’s Best Design Awards
(IBDA) for Packaging Design for Sunny Sun-lite oil and
Product Design for Orient Ultimo tower cooler. The jury
recognized our work for innovative design and solving
customer pain points through unique features developed
for each of these products. Going beyond the awards,
both the products have been very well received in the
market, reiterating our design’s impact on driving
strategic business growth for our customers.
System Integration and Support
Our System Integration & Support segment reported a
turnover of ` 44.5 crores during the year under review, a
decline of 5.5% Y-o-Y. The segment generated a profit of
` 3.7 crores during the year.
Your Company implements and integrates complete
systems and solutions for specialized applications such
as Experience Centers, Training and Safety, and Design
Visualisation. Your Company helps customers implement
complex design solutions across market segments such as
Automotive, Aerospace, Entertainment, Manufacturing,
Government, and Education.
We continue to strengthen our solution portfolio to
address emerging digital technology needs with our
customers, including professional services for cloud and
infrastructure management, Virtual Reality (VR), and 3D
Printing.
This division is also bringing together design, technology,
and content to help corporate brands set up Experience
Centres to better communicate their brands and
businesses’ impact on consumers, stakeholders, and
the community. We executed several such Experience
Centers for leading brands and corporate houses in the
medical devices, transportation, consumer products, and
manufacturing industries.
Threats, concerns, and risks
With more than 15 months into the pandemic, the global
economy has encountered new challenges. It is holding
back economic development in some of the poorest
parts of the world; at the same time, there are concerns
that the fight against the pandemic is taking resources
away from other critical challenges. Geopolitical risks,
inflation, interest rate volatility, and forex volatility are
expected to keep policymakers on their toes in 2021.
The health and well-being of our employees is the top
priority of your Company. It has been our constant
endeavor to ensure employees feel safe, cared for, and
supported. Your management team is working towards
delivering resilience and continuity of our services to our
clients.
Your Company’s diversified revenues in sectors with
low correlation namely Transportation, Media &
Communication and Healthcare has enabled us to
register a healthy 13.4% Y-o-Y revenue growth during
the period when the entire global economy reported a
decline. Your Company’s customer base is diversified
in terms of both geographies we operate in, and
currencies we bill in. This mitigates risks arising from
geopolitical and currency volatility to a certain degree.
ANNUAL REPORT 2020 - 21
28 | Directors' Report
The Company also follows a well-defined hedging policy
to address any possible risk associated with volatility in
foreign exchange.
We have robust business continuity plans and are
continuously testing and upgrading our disaster
management infrastructure. Your Company has a well-
defined disaster recovery plan to protect business
operations and critical data and improve our response to
threats, especially cyberattacks.
Internal Control Systems and their adequacy
Your company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence,
the Internal Auditor reports to the Chairperson of the
Audit Committee of the Board. The internal auditor
monitors and evaluates the ecacy and adequacy of the
internal control system in the Company, its compliance
with operating systems, accounting procedures and
policies of the Company. Your Company has appointed an
external audit firm Grant Thornton Bharat LLP to provide
an independent, objective and reasonable assurance
on the adequacy and eectiveness of the Company’s
internal controls. The audit firm periodically evaluates
and tests the ecacy and adequacy of internal controls.
The internal control systems also aim to strengthen the
overall assurance practices, processes and controls.
Significant audit observations and follow up actions
thereon are reported to the Audit Committee.
Based on the internal audit reports, process owners
undertake corrective actions in their respective areas and
thereby strengthen the controls. The Audit Committee
approves the annual internal audit plan, reviews the
adequacy and eectiveness of the internal control
system, significant audit observations and monitors the
implementation of audit recommendations.
Risk management
Your company has developed and implemented a
Board approved Risk Management Policy that ensures
appropriate management of risks which aligns with its
internal systems and culture. Moreover, it has a well-
defined Enterprise Risk Management (ERM) framework
that is designed to enable risks identification, assessment,
mitigation, monitoring and reporting. The risk management
process encompasses a spectrum of strategic, operational,
financial and compliance risks that your company is
exposed to. Further, it is also embedded across all the
major functions and regions of the organisation. The Risk
Management Committee, comprising of Directors and the
Chief Financial Ocer, assist the Board in overseeing the
responsibilities with respect to identification, assessment
and mitigation of these risks.
Financial Analysis
Particulars ` in Crores Change over
previous year%
Percentage of Income
2020-21 2019-20 2020-21 2019-20
Sales and services 1826 1610 13 98 97
Other income 40 58 -31 2 3
Total Revenues 1866 1668 12 100 100
Cost of sales 87 81 7 5 5
Personnel expenses 1025 951 8 55 57
Financial expenses 6 6 - - -
Depreciation/ Amortization 44 43 2 2 3
Other expenses 192 235 -18 10 14
Total Expenditure 1354 1316 3 73 79
Profit before tax and exceptional items 512 352 45 27 21
Tax expenses 144 96 50 8 6
Profit after tax for the year 368 256 44 20 15
Analysis of Overheads
Particulars ` in Crores Variance %
2020-21 2019-20
Communication expenses 5.94 7.35 (19)
Inland travel and conveyance 2.02 7.90 (74)
Overseas travel 26.94 68.02 (60)
Advertisement and Sales Promotion 6.71 8.39 (20)
Legal and Professional Expenses 10.84 10.04 8
Consultant fees for software development 71.53 70.12 2
Directors' Report | 29
Significant Ratio Analysis
Sl. No. Particulars Unit 31.03.2021 31.03.2020
1 Earnings before interest, depreciation and tax/Sales % 30.78 24.9
2 Profit before tax/ Sales % 28.04 21.86
3 Profit after tax/ Sales % 20.15 15.90
4 Current Ratio* No. of times 5.30 5.53
5 Earnings per share INR 59.11 41.12
Human Resources
Your Company recognizes the critical importance of its
human capital. As a technology-led design Company, we
continue to focus on attracting and retaining top talent.
Your Company undertakes significant initiatives to
increase eectiveness and efficiency through Leadership
training, Performance management, Talent development,
Employee engagement and Succession planning. Across
the organization there are leadership programs for all
job levels, technical training programs are hosted to up-
skill and re-skill employees on the latest technologies,
there are curated learning paths for all employees and
employee engagement is at the centre of everything we
do. There are programs like Future leaders to identify
young aspiring talent early in their career and nurture
that talent.
Your Company believes in Diversity & Inclusion and
is committed to the principle of Equal Employment
Opportunity for all employees. About 35% of our total
workforce comprises of female employees, underscoring
the emphasis that Tata Elxsi places on providing equal
opportunities for its workforce. Our total headcount was
7362 as of March 31, 2021.
Quality initiatives
In line with our Vision, Mission and Value statements and the
Quality policy, we have instituted robust quality processes
for execution of our projects. We have also implemented a
set of robust information security management processes
to assure our global customer base of the required level
of confidentiality and protection of data and information.
Our processes are complying to and certified against
generic standards like ISO 9001:2015 and ISO 27001:2013.
In addition our processes are also certified against domain
specific requirements like ISO 13485:2016 for medical
devices, and Automotive SPICE® Level 5 certification for
the transportation business. In addition, our facilities
comply with the rigors of ISO 45001:2018, an international
standard on Occupational Health and Safety. Our
Trivandrum and Pune facilities are also certified for TISAX
(Trusted Information Security Assessment Exchange), a
new assessment and exchange mechanism for information
security focused towards automotive industry.
Directors and Key Managerial Personnel
Pursuant to the provisions of section 152 of the Companies
Act, 2013, Mr. N G Subramaniam retires by rotation and
being eligible, oers himself for re-appointment.
Prof. M.S. Ananth, Independent Director, retired on
November 15, 2020 on expiry of his term and upon
attaining the age of 75 years, in line with the Tata Group
Policy. The Board placed on record their appreciation for
the valuable contribution made by Prof. Ananth during his
tenure with the Company.
The Board on the recommendation of the Nomination
& Remuneration Committee, subject to the approval of
the shareholders, has appointed Dr. Anurag Kumar as an
Independent Director (additional Director) to hold oce
for a term of five (5) years from November 15, 2020 upto
November 14, 2025.
The term of Mr. Sudhakar Rao as an Independent Director
is due to expire on July 31, 2021. The Board, on the
recommendation of the Nomination and Remuneration
Committee, subject to approval of the shareholders, has
approved the re-appointment of Mr. Sudhakar Rao as an
Independent Director for the second term commencing
from August 01, 2021 up to September 02, 2024 (3 years,
1 month and 2 days).
During the year under review, six (6) Board meetings
were held and have been well attended by the Directors.
The calendar of meetings for the year 2020-21 had been
circulated to all the directors detailing the schedule of
Board and Committee meetings during 2020-21.
Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have submitted declarations
that each of them meet the criteria of independence
as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”). During the year 20-21,
there here has been no change in the circumstances
aecting their status as Independent Directors of the
Company. Pursuant to Clause VII (1) of Schedule IV of
the Companies Act, 2013 the Independent Directors had
a separate meeting on April 20, 2020.
ANNUAL REPORT 2020 - 21
30 | Directors' Report
During the year under review, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred
by them for the purpose of attending meetings of the
Board/Committee of the Company.
Pursuant to the provisions of section 203 of the
Companies Act, 2013, the Key Managerial Personnel
(KMP) of the Company are Mr. Manoj Raghavan, (CEO &
MD); Mr. Muralidharan H.V, Chief Financial Officer (CFO)
and Mr. G Vaidyanathan, General Counsel & Company
Secretary.
7. Directors’ Responsibility Statement
Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, work performed by the internal, statutory
and secretarial auditors and the reviews performed
by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls
were adequate and eective during the financial year
2020-21.
Accordingly, pursuant to Section 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a. In the preparation of the annual accounts the
applicable accounting standards had been followed
along with proper explanations relating to material
departures.
b. The Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of our state of aairs at
the end of the financial year and of our profit and
loss for that period.
c. The Directors had taken proper and sufficient care,
for the maintenance of adequate accounting records,
in accordance with the provisions of Companies Act
2013, for safeguarding the assets and for preventing
and detecting fraud and other irregularities.
d. The Directors have prepared the annual accounts on
a going concern basis.
e. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating eectively.
f. The Directors have devised proper systems to ensure
compliance with provisions of all applicable laws
and that such systems were adequate and operating
eectively.
8. Particulars on Remuneration
Statement containing particulars of top 10 employees
and the employees drawing remuneration in excess of
limits prescribed under Section 197 (12) of the Act read
with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is provided in the Annexure forming part of this report.
In terms of proviso to Section 136(1) of the Act, the
Report and Accounts are being sent to the shareholders
excluding the aforesaid Annexure. The said Statement is
also open for inspection at the Registered Oce of the
Company, up to the date of the ensuing Annual General
Meeting. Any member interested in obtaining a copy of
the same may write to the Company Secretary.
Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are provided as under:
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year:
Non-Executive Director Ratio to median remuneration
Mr. N G Subramaniam* -
Mrs. S. Gopinath 19.53
Mr. Sudhakar Rao 16.36
Dr. Anurag Kumar^ (from November 15, 2020) -
Mr. Ankur Verma* -
Prof. M.S. Ananth^ (up to November 15, 2020) -
Executive Directors
Mr. Manoj Raghavan, MD & CEO 53.86
* Being in full time employment with other Tata Company and is not eligible for commission.
^ Since the information is for the part of the year, either current or past the same is not comparable.
Directors' Report | 31
(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:
Directors, Managing Director & CEO, Chief Financial Officer and
Company Secretary
% increase in the remuneration of
Directors/KMP in the Financial year
Mr. N G Subramaniam** -
Mrs. S. Gopinath 41.59%
Mr. Sudhakar Rao 91.43%
Dr. Anurag Kumar^ (from November 15, 2020) -
Mr. Ankur Verma** -
Prof. M.S. Ananth^ (up to November 15, 2020) -
Mr. Manoj Raghavan, MD & CEO^ -
Mr. Muralidharan H.V, CFO 12%
Mr. G Vaidyanathan, Company Secretary 6%
**Being in full time employment with other Tata Company and is not eligible for commission.
^ Since the information is for the part of the year, either current or past, the same is not comparable.
(iii) The percentage increase in the median remuneration
of employees in the financial year: 2.4 %
(iv) The number of permanent employees on the rolls of
company: 7,362 (including consultants)
(v) Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration:
The average increase in salaries of employees other
than managerial personnel in 2020-21 was 7.9%.
Percentage increase/(decrease) in the managerial
remuneration for the year was (2.01%).
(vi) The Company hereby affirms that the remuneration
is as per the remuneration policy of the company.
The Board has adopted a Remuneration Policy as
also the Charter for the Nomination & Remuneration
Committee (NRC). The Policy covers the Policy
on remuneration to the Managing Director, Key
Managerial Personnel and other officers. The Charter
lays down the Rights, Roles and Responsibilities of
the NRC. A Policy on Board diversity has also been
adopted by the Board. A comprehensive Governance
Guidelines for Board eectiveness has also been
adopted by the Board on the recommendation of
NRC. The Guidelines lay down the following:
• Composition and Role of the Board (Role of
the Chairman, Directors, size of the Board,
Managing Director, Executive Director, Non-
Executive Directors, Independent Directors,
their term, tenure and directorship)
• Boardappointment
• Directors’ Remuneration (Guided by the
Remuneration Policy)
• SubsidiaryOversight
• CodeofConduct(ManagingDirector,Executive
Director, Non-Executive Directors, Independent
Directors)
• Boardeectivenessreview
• MandateoftheBoardCommittee
The Remuneration Policy and the Charter for NRC
are available at www.tataelxsi.com/NRC-Charter
9. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
The particulars pursuant to section 134 (m) of the
Companies Act, 2013 and read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is attached with this
report as Annexure-A.
10. Business Responsibility Report (BRR)
In terms of the Regulation 34(2) (f) of SEBI (Listing
Obligations and Disclosures Requirements) Regulations,
2015 (‘Listing Regulations’) the Business Responsibility
Report forms part of the Annual Report.
11. Risk Management Policy
The Board has adopted a Risk Management Policy
to identify and categorize various risks, implement
measures to minimize impact of these risks where it
is deemed necessary and possible, and a process to
monitor them on a regular basis including to review and
monitor the cyber security measure. More details are
given under Section-6 of Corporate Governance Report.
ANNUAL REPORT 2020 - 21
32 | Directors' Report
12. Corporate Social Responsibility
Corporate Social Responsibility (CSR) Committee has
been constituted for the purposes of recommending and
monitoring the CSR initiatives of the Company.
The Board on the recommendation of CSR Committee
adopted a CSR Policy. The same is available on
Company’s website at www.tataelxsi.com/corporate-
social-responsibility. The CSR objectives are designed to
serve societal, local and national goals in the locations
that we operate in, create a significant and sustained
impact on local communities and provide opportunities
for our employees to contribute to these eorts through
volunteering.
The Annual Report on the CSR initiatives undertaken
by the Company as per the Companies (Corporate
Social Responsibilities Policy) Rules, 2014 is annexed
as Annexure-B. The detail of the CSR Committee and
its composition is given in section-7 of the Corporate
Governance Report.
13. Corporate Governance
In terms of Regulation 34(3) and 53(f) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 the Corporate Governance Report, Management
Discussion & Analysis, and the Auditors’ Certificate
regarding Compliance to Corporate Governance
requirements are part of this Annual Report.
14. Related Party Transactions
All Related Party Transactions that were entered during
the financial year were on an arm’s length basis and in
the ordinary course of business and is in compliance
with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related
Party Transactions made by the Company during the year
that required shareholders’ approval under Regulation
23 of the Listing Regulations.
None of the transactions with related parties fall under
the scope of Section 188(1) of the Act. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2020-21 and hence
does not form part of this report.
15. Secretarial Audit and Annual Certification
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, Ms. Jayashree Parthasarathy of M/s Jayashree
Parthasarathy & Co, a Company Secretary-in-Practice,
was appointed to undertake the Secretarial Audit.
The Report of the Secretarial Auditor along with the
certificate of non-disqualification of Directors for the
year ended March 31, 2021 is annexed to the Directors’
Report as Annexure - C.
16. Extract of annual return
In terms of the Companies Act, 2013 as amended, the
Annual Return is available on www.tataelxsi.com/
AnnualReturn
17. Prevention of Sexual Harassment
We have zero tolerance for sexual harassment at
workplace and have adopted a Policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder for prevention and redressal of complaints
under the above Act. 2 (two) complaints were received
by the local Internal Complaints Committee during the
year under review, the same has been redressed to the
satisfaction of the complainant.
18. Vigil Mechanism
Your Company has established a “Vigil Mechanism” for
its employees and Directors, enabling them to report
any concerns of unethical behaviour, suspected fraud or
violation of the Company’s ‘Code of Conduct’.
To this eect, the Board has adopted a ‘Whistle Blower
Policy’ (WBP), which is overseen by the Audit Committee.
The policy interalia provides safeguards against
victimization of the Whistle Blower. Employees and other
stakeholders have direct access to the Chairperson of the
Audit Committee for lodging concerns if any, for review.
The said policy has been posted on our intranet where
all the employees have access. The Company conducts
‘Policies Awareness Campaign’ regularly for its
employees at its various centers, and the WBP features
in these campaigns.
19. Amendment to Articles of Association
The Company with the approval of its members, vide
postal ballot dated October 14, 2020, amended its
Articles of Association by inserting Article 137A and
altering Article 167 with respect to Nomination of
Directors and Chairman respectively, w.e.f. December 01,
2020.
20. Others
There are no loans, guarantees and investments made
by the Company u/s 186 of the Companies Act, 2013
during the year under review. Your Company has neither
accepted nor renewed any deposit during the year under
review.
Directors' Report | 33
There are no material changes and commitments
aecting the Company’s financial position between the
end of the financial year to which this financial statement
relates and the date of this report.
The Unclaimed Dividend in respect to the financial year
2013-14 is due for remittance to Investors’ Education &
Protection Fund (IEPF) on August 25, 2021 in terms of
Section 125 of the Companies Act, 2013.
Pursuant to the provisions of Section 124(6) of the
Companies Act, 2013 and Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, the Company has during the
year transferred 22,339 equity shares pertaining to those
shareholders who have not claimed their dividend for
7 consecutive years since 2013, to the IEPF account on
December 02, 2020. So far, the Company has transferred
331,109 equity shares to the IEPF account.
21. Auditors
M/s BSR & Co. LLP, Chartered Accountants, the statutory
auditors of the company have been appointed at the
28th Annual General meeting held on July 27, 2017 for
a period of 5 years from the conclusion of 28th Annual
General Meeting up to the conclusion of the 33rd Annual
General meeting to be held in the year 2022.
22. Acknowledgements
Your Directors wish to thank employees, customers,
partners, suppliers, and above all, our shareholders and
investors for their continued support and co-operation.
For and on behalf of the Board
N. G. Subramaniam
Chairman
Bengaluru, April 22, 2021
ANNUAL AFFIRMATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT
The Company has adopted a Code of Conduct for all its employees, including the Managing Director. In addition, the Company
has adopted a Code of Conduct for its Non-Executive Directors, both these codes are available on the Company’s website
(www.tataelxsi.com).
I hereby confirm that all Board members and senior management personnel have armed compliance with the Code of
Conduct applicable to them in respect of the year ended March 31, 2021.
Manoj Raghavan
Managing Director
Bengaluru, April 22, 2021
ANNUAL REPORT 2020 - 21
34 | Annexure to Directors' Report
ANNEXURE “A” TO DIRECTORS’ REPORT
Particulars pursuant to Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
1. Conservation of Energy
We have invested in technology to monitor and control the power consumption of ACs and other related equipment, use
of energy efficient light bulbs, using technology for switching o computer monitors, motion sensors for lighting controls
to conserve energy.
Our emissions and waste generated are well within limits prescribed by the State Pollution Control Board.
As a Tata group company, ensuring an appropriate and conducive office environment and employee safety is paramount
to us. We have instituted a comprehensive safety policy and procedures to govern the same. We regularly train employees
and monitor various safety measures to ensure a safe working environment.
Prevention of the wasteful use of natural resources, particularly concerning the emission of greenhouse gases,
consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in
our journey of environmental sustainability. We have embarked on a critical review of all our approaches towards energy
and environmental conservation that will help us identify goals and action plans for the longer term.
2. Technology absorption, adaptation and innovation
Your Company undertakes various learning and development initiatives to build critical organizational capabilities to its
employees. These aim to cross-skill resources across business units on a need basis, training on new methodologies and
developing leadership capabilities at various levels.
These programs also facilitate training and preparing design and engineering teams for upcoming projects in terms of
delivery capability and capacity. The outcomes of these programs also help showcase technology and development
capability to potential customers without violating the confidentiality of work being executed for existing customers in
the same area.
Further, certain programs are focused on creating reusable software components and frameworks which have the potential
to generate future revenue streams through commercialization and licensing.
R&D Activities and Expenditure
During the year, we invested 2.09% of revenue towards in-house R&D projects. We intend to continue investing in
technology IP development, especially those related to automotive, broadcast and communication
Expenditure incurred in the R&D centers and innovation centers during the financial year 2020-21 are given below:
i. Capital : Nil
ii. Recurring : ` 39. 00 crores
iii. Total : ` 39.00 crores
iv. Total R & D expenditure as a total percentage of turnover: 2.09%
3. Foreign Exchange earnings and outgo
Export revenue constituted 87% of the total revenue in financial year 2020-21
(` In Crores)
Foreign exchange earnings 1,590.14
CIF Value of imports 15.57
Expenditure in foreign currency 511.94
For and on behalf of the Board
N. G. Subramaniam
Bengaluru, April 22, 2021 Chairman
Annual Report on CSR | 35
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
1 Brief Outline on CSR Policy of the Company
Our CSR activities are designed to:
Serve, societal, local and national goals in all the locations where we operate.
Create a significant and sustained impact on communities aected by our businesses.
Provide opportunities for Tata Employees to contribute to these eorts through volunteering.
CSR Policy has been adopted and the same is available on the Company’s Website at the following link:
www.tataelxsi.com/corporate-social-responsibility.
2 Composition of CSR Committee
Sl. No. Name of the Director Designation/ Nature of Directorship No. of meetings of CSR Committee
attended During the Year
1 Mr. Sudhakar Rao Chairman, Independent Director Two (2)
2 Mrs. Shyamala Gopinath Member, Independent Director Two (2)
3 Mr. Manoj Raghavan Member, CEO & MD Two (2)
3 Provide the web-link where Composition of CSR committee, CSR Policy and CSR Projects approved by the Board are
disclosed on the website of the Company : www.tataelxsi.com/corporate-social-responsibility.
4 Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : Not Applicable
5 Details of the amount available for set o in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set o for the financial year, if any
Sl. No. Financial Year Amount available for set-o from
preceding financial years (in `)
Amount required to be set- o for the
financial year, if any (in `)
Nil Nil
6 Average net profit of the Company as per section 135(5) : ` 30,527.50 lakhs
7 (a) Two percent of average net profit of the company as per section 135(5) : ` 610.55 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Nil
(c) Amount required to be set o for the financial year: if any : Nil
(d) Total CSR Obligation for the financial year (7a+7b+7c). : ` 610.55 lakhs
8 (a) CSR amount spent or unspent for the financial year:
Total Amount
spent for the
Financial Year
(in `)
Amount Unspent (in `)
Total Amount transferred to Unspent
CSR Account as per section 135(6).
Amount Transferred to any fund specified under
Schedule VII as per second proviso to section 135(5)
Amount Date of transfer Name of the
fund
Amount Date of Transfer
402.45 lakhs 208.10 lakhs 28-04-2021 -
ANNEXURE “B” TO THE DIRECTORS’ REPORT
ANNUAL REPORT 2020 - 21
36 | Annual Report on CSR
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl.
No
Name of the project Item from the list of
activities in Schedule
VII to the Act.
Local
area
(Yes/
No).
Location of the
project.
Project
duration
Amount
allocated
for the
project
(in `).
Amount
spent
in the
current
financial
Year
(in `).
Amount
transferred to
Unspent CSR
Account for
the project as
per Sec 135(6)
(in `).
Mode of
Implementation
- (Direct) (Yes/
No)
Mode of
Implementation -
Through Implementing
Agency
State District Name CSR
Registration
Number
1 Setting up a lab for the new M
Tech – AI batch (` 184.5 Lakhs for
two years)
Education /
Contribution to public
funded universities
Yes Karnataka Bangalore 24
months
184.50 Nil 108.50 lakhs Yes Indian
Institute
of
Science
Registration in
progress
2 Supporting research in cyber
security, functional safety
for automotives and next
gen. communication network
architecture (` 200 Lakhs for two
years).
Contribution to public
funded universities/
Contribution
to research &
development projects
Yes Tamil
Nadu
Chennai 24
months
200.00 Nil 99.60 lakhs Yes IIT,
Chennai
CSR00004320
Total 208.10 lakhs
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl.
No
Name of the project Item from the list of
activities in Schedule
VII to the Act.
Local area
(Yes/ No)
Location of the Project Amount
spent
for the
project
(in `).
Mode of
implementation
- Direct (Yes/
No).
Mode of Implementation - Through
Implementing Agency
State District Name CSR
Registration
Number
1 Supply of daily meals to
migrant workers through Taj
Hotels
Disaster relief
(COVID 19)
Yes Maharastra Mumbai 10 lakhs Yes Taj Public Service
Welfare Trust
CSR00000540
2 Supply of PPE, sanitizers, etc.
to Sassoon Hospital
Disaster relief
(COVID 19)
Yes Maharastra Pune 25 lakhs Yes Sumant Moolgaokar
Development Foundation
Registration in
progress
3 Supply of daily meals to the
medical and support sta of
Victoria Hospital through Taj
Hotels
Disaster relief
(COVID 19)
Yes Karnataka Bangalore 20 lakhs Yes Taj Public Service
Welfare Trust
CSR00000540
4 Supply of a Tata Winger
vehicle to Bangalore Baptist
Hospital for the Mobile Clinic
to ensure safety of medical
professionals
Promoting healthcare Yes Karnataka Bangalore 10 lakhs Yes Bangalore Baptist
Hospital
CSR00005121
5 Supply of PPE, sanitizers,
etc. to Bangalore Baptist
Hospital
Disaster relief
(COVID 19)
Yes Karnataka Bangalore 25 lakhs Yes Bangalore Baptist
Hospital
CSR00005121
6 Ration for 1000 school-going
children for one month
Disaster relief
(COVID 19)
Yes Karnataka Bangalore 20 lakhs Yes Samarthanam Trust CSR00000063
7 Sponsoring PPE, sanitizers,
etc. for TVM General Hospital
Disaster relief
(COVID 19)
Yes Kerala Trivandrum 20 lakhs Yes Trivandrum General
Hospital
-
8 For augmenting patient care
facilities at Govt Medical
College for COVID 19
Disaster relief
(COVID 19)
Yes Kerala Trivandrum 17 lakhs Yes Government Medical
College, Trivandrum
CSR00007241
9 Masks, sanitizers and mineral
water for TVM Police Force
Disaster relief
(COVID 19)
Yes Kerala Trivandrum 0.9 lakh Yes Trivandrum Police Force
10
Sponsoring PPE, sanitizers,
etc. for Adyar Cancer Hospital
Disaster relief
(COVID 19)
Yes Tamil Nadu Chennai 35 lakhs Yes Adyar Cancer Hospital,
Chennai
CSR00007235
11 Providing financial assistance
to critically ill needy patients.
Promoting healthcare Yes Kerala Trivandrum 79.55
lakhs
Yes Sree Chitra Tirunal
Institute for Medical
Science & Technology
(SCTIMST), Trivandrum
CSR00005589
12 Running clinics at a large
slum and providing Mobile
Clinic services
Promoting healthcare Yes Karnataka Bangalore 40 lakhs Yes Bangalore Baptist
Hospital
CSR00005121
Annual Report on CSR | 37
(1) (2) (3) (4) (5) (6) (7) (8)
Sl.
No
Name of the project Item from the list of
activities in Schedule
VII to the Act.
Local area
(Yes/ No)
Location of the Project Amount
spent
for the
project
(in `).
Mode of
implementation
- Direct (Yes/
No).
Mode of Implementation - Through
Implementing Agency
State District Name CSR
Registration
Number
13 Medicine for the inmates at
the hospice
Promoting healthcare Yes Karnataka Bangalore 5 lakhs Yes Karunashraya CSR00002889
14 Sponsoring 60 patient beds
and one ventilator for the
upcoming Advanced Trauma
Care Centre.
Promoting healthcare Yes Tamil Nadu Vellore 39 lakhs Yes Christian Medical
College, Vellore
CSR00001924
15 Education for 10 orphan
children for one year
Promoting education Yes Karnataka Bangalore 6 lakhs Yes Vishranti Trust,
Bangalore
CSR00006482
16 Sponsoring education and
vocational training for
spastic children
Promoting education
for the dierently
abled
Yes Karnataka Bangalore 10 lakhs Yes Ramana Sunritya Aalaya
(RASA), Bangalore
CSR00004975
17 Sponsoring education and
vocational training for
spastic children
Promoting education
for the dierently
abled
Yes Tamil Nadu Chennai 10 lakhs Yes Ramana Sunritya Aalaya
(RASA), Chennai
CSR00004975
Total 372.45
lakhs
(d) Amount spent in Administrative Overheads ` 30.00 lakhs
(e) Amount spent on Impact Assessment, if applicable -
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) ` 610.55 lakhs
Excess amount for set o, if Any
Sl. No. Particulars Amount (in `)
(i) Two percent of average net profit of the company as per section 135(5) 610.55 lakhs
(ii) Total amount spent for the Financial Year 610.55 lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)] -
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous
financial years, if any
-
(v) Amount available for set o in succeeding financial years [(iii)-(iv)] -
9 (a) Details of Unspent CSR amount for the preceding three financial years: NIL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Sl.
No
Project ID. Name of the Project. Financial
Year in
which the
project was
commenced
Project
Duration
Total
Amount
allocated
for the
project
(in `)
Amount
spent on
the project
in the
reporting
Financial
Year (in `).
Cumulative
amount
spent at
the end of
reporting
Financial
Year. (in `)
Status
of the
project -
Completed/
Ongoing
1 Education Setting up a lab for the new M Tech
– AI batch (Balance of ` 184.5 Lakhs
sought for two years)
2019-20 2 years 184.50 lakhs Nil 76.00 lakhs ongoing
2 Education Supporting research in cyber security,
functional safety for automotives and
next gen. communication network
architecture (Balance of ` 200 Lakhs
sought for two years).
2019-20 2 years 200.00
lakhs
Nil 100.40 lakhs ongoing
Total 384.50
lakhs
176.40
lakhs
ANNUAL REPORT 2020 - 21
38 | Annual Report on CSR
10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year
(asset wise details) Not Applicable
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquistion of capital asset
(c ) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc. -
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
11 Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).
Not Applicable
Manoj Raghavan Sudhakar Rao Muralidharan H.V
Managing Director Chairman, CSR Committee Chief Financial Ocer
Secretarial Audit Report | 39
TO THE MEMBERS OF TATA ELXSI LIMITED
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good
corporate practices by Tata Elxsi Limited, (hereinafter called
the Company) Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing
my opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the company and also the information
provided by the company, its ocers, agents and authorized
representatives during the conduct of secretarial audit and
as per the explanations and clarifications given to us and the
representations made by the Management, and consideration
of the relaxations granted by the Ministry of Corporate Aairs,
and Securities and Exchange Board of India warranted due to
the COVID 19 pandemic, We, hereby report that in our opinion,
the Company has, during the audit period covering the
financial year ended on 31st March, 2021 generally complied
with the statutory provisions listed hereunder and also that
the Company has proper Board processes and compliance
mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
We have examined the books, papers, minutes’ books, forms
and returns filed and other records made available to us and
maintained by Tata Elxsi Limited for the financial year ended
on 31st March, 2021 according to the applicable provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made
there under;
(ii) The Securities Contracts (Regulations) Act, 1956 (‘SCRA’)
and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-
laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment
and External commercial Borrowings;
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (“SEBI Act”): -
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insiders Trading) Regulations, 2015
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018;
(d) The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments from time to
time.
(vi) Other Laws as informed and certified by the management
of the company which are specifically applicable to the
company based on their sector/industry are:
(a) The Information Technology Act, 2000 and the
Rules made thereunder.
(b) Policy relating to the Software Technology Park of
India and its regulations
(c) The Indian Copyright Act, 1957
(d) The Patents Act, 1970
(e) The Trade Marks Act, 1999
(f) The Special Economic Zone Act 2005 & the rules
made thereunder.
(vii) Other Laws:
(a) The Shops and Establishment Act, 1953
(b) The Water (Prevention and Control of Pollution) Act,
1974 & Rules there under
(c) The Sexual harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
(d) The Payment of Bonus Act, 1965
(e) The Payment of Gratuity Act, 1972
(f) The Employees Provident Funds and Miscellaneous
Provisions Act, 1952
(g) The Contract Labour (Regulations & Abolition) Act,
1970
ANNEXURE “C” TO THE DIRECTORS’ REPORT
FORM NO. MR - 3
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
ANNUAL REPORT 2020 - 21
40 | Secretarial Audit Report
We have also examined compliance with the applicable
clauses of the following:
i. Secretarial Standards of The Institute of Company
Secretary of India with respect to Board and General
meeting
ii. SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015.
During the period under review and as per the explanation
and clarifications given to us and the representations made
by the Management, the Company has generally complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance with
the provision of the Act.
Adequate notice was given to all Directors at least seven days
in advance to schedule the Board and Committee Meetings.
Agenda and detailed notes on agenda were sent in advance,
and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
As per the Minutes, all the decisions at the Board meeting
and committee meeting are carried out unanimously.
We further report that based on the Compliance mechanism
established by the Company, and the explanations given to us
and the representations made by the Management and relied
upon by us, we are of the opinion that there are adequate
systems and processes in the company commensurate with
the size and operations of the company to monitor and
ensure compliance with applicable laws, rules, regulations
and guidelines.
We further report that during the review period, no major
events which had bearing on the Company’s aairs in
pursuance of the above referred laws rules, regulations,
guidelines standards etc. have taken place, other than:
The Company has amended its Articles of Association by
Special Resolution through Postal Ballot by insertion of New
Clause as Article 137A & the substitution of Article 167 of the
Articles of Association of the Company pursuant to section 14
of the Companies Act 2013, MCA Circular No. 14/2020 dated
April 8, 2020; 17/2020 dated April 13, 2020; and 33/2020
dated September 28, 2020 The proposed amendment
legislates the right to Tata Sons to nominate directors and
Chairperson of the Board of the Company
For Jayashree Parthasarathy & Co
Company Secretaries
Jayashree Parthasarathy
Place: Bangalore FCS No 4610; CP NO. 1988
Date: 22/04/2021 UDIN F004610C000159105
Note: This report is to be read with our letter of even date
which is annexed as Annexure A and forms an integral part
of this report
ANNEXURE: A
TO THE MEMBERS OF TATA ELXSI LIMITED
Our report on even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of
the management of the Company. Our responsibility is to
express an opinion on their secretarial records based on
my Audit.
2. We have followed the audit practices and processes as
were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records.
The verification was done on the random test basis
to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices
followed provide a reasonable basis for my opinion.
3. The correctness and appropriateness of the financial
records and Books of accounts of the company have not
been verified.
4. Wherever required, we have obtained the Management
representation about the compliances of laws, Rules,
Regulations and happening of events etc.
5. The compliance of the provisions of corporate and other
applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination is
limited to verification of procedure on random test basis.
6. The Secretarial Audit is neither an assurance as to
future viability of the Company nor of the ecacy or
eectiveness with which the management has conducted
the aairs of the Company.
For Jayashree Parthasarathy & Co
Company Secretaries
Jayashree Parthasarathy
Place: Bangalore FCS No 4610; CP NO. 1988
Date: 22/04/2021 UDIN F004610C000159105
Secretarial Audit Report | 41
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015]
To the Members,
Tata Elxsi Limited
ITBP Road, Whitefield,
Bangalore 560048
We have examined the following documents:
1. Declaration of non-disqualification as required under section 164 of the companies Act 2013,
2. Disclosure of concern of interest as required under section 184 of the Act. (hereinafter referred to as relevant documents)
as received from the Directors of Tata Elxsi limited bearing CIN-L85110KA1989PLC009968, having its registered oce at ITBP
Road, Whitefield, Bangalore 560068 (herein after referred to as ‘the Company’), and the relevant registers, records, forms,
and returns maintained by the Company and made available to us by the Company for the purpose of issuing this certificate
in accordance with regulation 34(3) read with schedule V Part C Clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations 2015.
Based on the examination as aforesaid, and such other verification carried out by us as deemed necessary and adequate
(including Director Identification Number(DIN) status of the respective directors at the portal www.mca.gov.in in our opinion
and best of our belief, information and knowledge and according to the explanations provided by the Company its ocers and
authorised representatives and written representation made by the respective directors, we hereby certify that none of the
Directors on the board of the Company as stated below for the financial year ending on 31st March 2021 have been debarred
or disqualified from being appointed or continuing as the director of the Company by the Securities and Exchange Board of
India, Ministry of Corporate Aairs or any such other statutory authority.
Sl. No. Name of the Director DIN Date of appointment Date of cessation
1 Sudhakara Rao 00267211 01/08/2016 ---
2 Ananth Madaboosi Santhanam 00482391 04/01/2016 15/11/2020
3 Shymala Gopinath 02362921 18/08/2011 ---
4 Ganapathy Subramaniam Natarajan 07006215 01/11/2014 ---
5 Ankur Verma 07972892 01/08/2018 ---
6 Manoj Raghavan 08458315 02/10/2019 ---
7 Anurag Kumar 03403112 15/11/2020 ---
Ensuring the eligibility for the appointment/ continuity as the director of the board is the responsibility of the management of
the Company. Our responsibility is to express an opinion based on our verification and representation made by the respective
directors.
This Certificate is neither an assurance as to the future viability of the Company nor the eciency or eectiveness with which
the management has conducted the aairs of the Company.
For Jayashree Parthasarathy & Co
Company Secretaries
Jayashree Parthasarathy
Place: Bangalore FCS No 4610; CP NO. 1988
Date: 22/04/2021 UDIN F004610C000159105
ANNUAL REPORT 2020 - 21
42 | Business Reponsibility Report
SECTION A: GENERAL INFORMATION ABOUT THE
COMPANY
1. Corporate Identity Number (CIN) of the Company:
L85110KA1989PLC009968
2. Name of the Company: Tata Elxsi Limited
3. Registered address: ITPB Road, Whitefield, Bengaluru
560048, India
4. Website: www.tataelxsi.com
5. E-mail Id: investors@tataelxsi.com
6. Financial Year reported: April 1, 2020 to March 31, 2021
7. Sector(s) that the Company is engaged in (industrial
activity code-wise): 620
8. List three key products/services that the Company
manufactures/provides (as in balance sheet):
s SOFTWARE DEVELOPMENT & SERVICES
o Technology consulting, new product design,
development, and testing services
o Consumer Insights & Strategy, Visual Design
& Branding, Product & Packaging design, User
Experience design, Service Experience design &
Transportation design
o High-end content and 3D Animation services
s SYSTEMS INTEGRATION & SUPPORT
o Implement and integrate complete systems and
solutions for High-Performance Computing,
CAD/CAM/ CAE/PLM, Broadcast, Virtual
Reality, Storage, and Disaster Recovery
o Professional Services for maintenance and
support of IT infrastructure in India and overseas
9. Total number of locations where business activity is
undertaken by the Company
a) Number of International Locations (Provide details
of major 5): Sales operations are in fourteen
international locations including France, Germany,
Japan, UAE, UK, and USA.
b) Number of National Locations: The Company is
headquartered in Bengaluru, and operates through
twelve design and development centers and six
sales offices.
10. Markets served by the Company – The Company delivers
design and engineering services, catering to both
national and international markets.
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid up Capital (INR): 6,227.64 Lakhs
2. Total Turnover (INR): 1,86,592.49 Lakhs
3. Total profit after taxes (INR): 36,812.19 Lakhs
4. Total Spending on Corporate Social Responsibility(CSR)
as percentage of profit after tax (%): Two (2)
5. List of activities in which expenditure in 4 above has
been incurred:
Description Project Outlay
(in `)
Shiksha, Niramay and Disaster Relief* 610.55 Lakhs
*Please refer to the CSR Report included as Annexure “B” to the
Directors’ Report of this Annual Report
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary Company/
Companies? No.
2. Do the Subsidiary Company/Companies participate in
the BR Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(s): Not
Applicable.
3. Do any other entity/entities (e.g. suppliers, distributors
etc.) that the Company does business with; participate
in the BR initiatives of the Company? If yes, then indicate
the percentage of such entity/entities? [Less than 30%,
30-60%, More than 60%]: No.
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR
a) Details of the Director/Director responsible for
implementation of the BR policy/ policies
1. DIN Number: 08458315
2. Name: Mr. Manoj Raghavan
3. Designation: Managing Director & Chief
Executive Officer
b) Details of the BR head
No. Particulars Details
1 DIN Number (if applicable) -
2 Name Dr. Sajiv Madhavan
3 Designation Joint General Manager
4 Telephone number +91 80 2297 9302
5 E-mail Id sajiv@tataelxsi.co.in
BUSINESS RESPONSIBILITY REPORT
Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Business Reponsibility Report | 43
2. Principle-wise (as per NVGs) BR Policy/policies
(a) Details of compliance (Reply in Y/N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/ policies for...? Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the
relevant stakeholders?
Y Y Y Y Y Y Y Y Y
3 Does the policy conform to any national / international
standards? If yes, specify? (50 words)*
Y Y Y Y Y Y Y Y Y
4 Has the policy being approved by the Board? Is yes, has
it been signed by MD/ owner/ CEO/ appropriate Board
Director?
#
Y Y Y Y Y Y Y Y Y
5 Does the company have a specified committee of the
Board/ Director/ Official to oversee the implementation
of the policy?
Y Y Y Y Y Y Y Y Y
6 Indicate the link for the policy to be viewed online?
(http://www.tataelxsi.com/attachment/TATA-ELXSI-
code-of-conduct. pdf)
Y Y Y Y Y Y Y Y Y
7 Has the policy been formally communicated to all
relevant internal and external stakeholders?
$
Y Y Y Y Y Y Y Y Y
8 Does the company have in-house structure to implement
the policy/ policies?
Y Y Y Y Y Y Y Y Y
9 Does the Company have a grievance redressal
mechanism related to the policy/ policies to address
stakeholders’ grievances related to the policy/ policies?
Y Y Y Y Y Y Y Y Y
10 Has the company carried out independent audit/
evaluation of the working of this policy by an internal
or external agency?
Y Y Y Y Y Y Y Y Y
*Our BRR is formulated based on NVG guidelines on Social, Environmental and Economic Responsibilities of Business.
#
Tata Code of Conduct (TCoC) and CSR policy is approved by the Board of Directors and is monitored by the Managing
Director.
$
The policies are accessible to the employees always and are available on the intranet. The policies that are relevant
to other stakeholders are communicated to them, time-to-time.
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance
of the Company.
Annually
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
The Company’s Business Responsibility Report is a part of the Annual Report. It is also hosted on the company’s
website – www.tataelxsi.com/Business-Responsibilty-Report
ANNUAL REPORT 2020 - 21
44 | Business Reponsibility Report
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1
1. Does the policy relating to ethics, bribery and corruption
cover only the company? Yes/ No. Does it extend to
the Group/JointVentures/Suppliers/Contractors/NGOs/
Others?
The Tata Code of Conduct that the Company has adopted
is applicable to its employees, business partners and
suppliers.
2. How many stakeholder complaints have been received
in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide
details thereof, in about 50 words or so.
No concerns/complaints were received relating to ethics,
bribery and corruption from any of our stakeholders
during 2020-21.
Principle 2
1. List up to 3 of your products or services whose design
has incorporated social or environmental concerns, risks
and/or opportunities.
a) Product Design: We won this year’s iF Design Award,
a world-renowned award for design excellence.
Tata Elxsi won this award for its innovative and
exceptional design concept for Mixed Reality (MR)
Based Smart Assistive Wearable Devices. These
devices have been designed by the company to
help people with special needs such as Autism or
Alzheimer’s to deal with social situations, which
they might otherwise find dicult. The system is
deliberately discreet and the clever use of audio
ensures others in the environment are less aware
of the support being provided. For example, the
device may help people recognise a person whose
name they may have forgotten, or support the
individual in stressful situations by playing music or
pre-recorded calming phrases. The devices employ
Mixed Reality by taking information from input
devices like discrete wearable cameras driving facial
and environment recognition and microphones then
feeding back to the user using earphones / ear buds
and sound collars. These devices in turn help users
to participate in social interactions by giving them
subtle guides in the form of audio cues.
b) Social Concerns: We provide integrated design and
engineering, digital and connected health, regulatory
compliance for our customers. We have helped
develop an integrated point-of-care diagnostic
device for Malaria and Sickle cell detection. This Lab-
in-a-Box diagnostic device can diagnose malaria
and sickle cell disease in just minutes, more quickly
and aordably as compared to other point-of-care
diagnostic on the market today. This is a multi-
disease diagnostic platform, and is being developed
for thalassemia and Covid-19 too in addition to sickle
cell disease and malaria.
c) Sustainable Transport: We work with our customers
to realize their vision of future mobility by providing
engineering services for connected, autonomous
and electric vehicles of the future. This is done by
means of our product and design engineering, test
and validation and vehicle program management.
d) Reduction of Carbon Emission: We carry out
research based on technology and trends on behalf
of the customers that help in finding solutions for
reduced carbon emission. One of our invention for
which patent application has been filed is on thermal
management systems that proposes a simple,
light-weight and cost-eective cooling mechanism
employing a telescopic duct for precise and
localized control of battery operation parameters
for individual battery cells and can be use in hybrid
vehicles. Another patent application that has been
filed is for a battery management system (BMS)
that involves a customized switching circuitry,
intelligently operated using a charging command
system to ensure that the batteries always operate
within their desired upper and lower state-of-charge
(SOC) limits for optimal battery health, and at the
same time, ensuring seamless connectivity with
a USB host thereby ensuring that the tests can go
on uninterrupted. The charging command system
operates in a feedback loop, collecting the present
state-of-charge from the mobile devices, and by
moderating the charging current to cause a slow
discharging or a slow charging of the batteries as
needed. This feature prolongs life of batteries, and
can be deployed in medical and IoT devices.
2. For each such product, provide the following details in
respect of resource use (energy, water, raw material etc.)
per unit of product (optional):
(a) Reduction during sourcing/production/distribution
achieved since the previous year throughout the
value chain?
(b) Reduction during usage by consumers (energy,
water) has been achieved since the previous year?
We work with our customers in developing these
products and we function as an enabler for designing
products that fulfill social or environmental concerns.
Hence, we are not able to directly measure the
resource use.
Business Reponsibility Report | 45
3. Does the company have procedures in place for
sustainable sourcing (including transportation)?
(a) If yes, what percentage of your inputs was sourced
sustainably? Also, provide details thereof, in about
50 words or so.
The company emphasizes on sustainable
procurement practices as much as possible. Suppliers
are selected based on Tata Code of Conduct and
are constantly evaluated against the same. All our
suppliers conform to our norms on Code of Conduct,
safety, ethics and other good practices.
4. Has the company taken any steps to procure goods
and services from local & small producers, including
communities surrounding their place of work?
(a) If yes, what steps have been taken to improve their
capacity and capability of local and small vendors?
The Company engages with multiple suppliers, local
and international. Preference is always given to
local suppliers. Proximity to the Company’s location
is one significant consideration for selection of
suppliers. We also consolidate our imports from
various ports to optimize on transport. Preference is
given to MSME vendors. The Company also employs
local service providers for housekeeping, security,
gardening, maintenance and transport.
5. Does the company have a mechanism to recycle products
and waste? If yes, what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.
The Company has in place policies and guidelines to set
a direction that addresses environmental protection. The
company has systems and processes that take measures
in upkeeping the environment and our specific actions
include recharging ground water using rainwater, and
effluent treatment and re-use of treated water for
gardening. Our e-waste recycling process takes care of
computers, monitors, computer accessories and other
electronic office equipments and specialized agencies
are hired to carry out the e-waste disposal. We encourage
reduced use of printing papers and thus reduce the use
of paper, wherever feasible. Our resource usage and
processes enable optimal use of equipments and sharing
or transferring of equipments based on their needs and
utility.
Principle 3
1. Please indicate the Total number of employees: 7362
2. Please indicate the Total number of employees hired on
temporary/contractual/casual basis: 367 consultants
3. Please indicate the Number of permanent women
employees: 2382
4. Please indicate the Number of permanent employees
with disabilities: 8
5. Do you have an employee association that is recognized
by management? No
6. What percentage of your permanent employees is
members of this recognized employee association? Not
applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in
the last financial year and pending, as on the end of the financial year.
No. Category No. of complaints filed during
the financial year
No. of complaints pending as
on end of the financial year
1 Child labour/forced labour/involuntary
labour
The company does not employ child labour. There were no
complaints relating to child labor, forced labor and involuntary labor
2 Sexual harassment 02 Nil
3 Discriminatory employment Nil Nil
8. What percentage of your undermentioned employees were given safety & skill up- gradation training in the last year?
(a) Permanent Employees - 73%
(b) Permanent Women Employees – 80%
(c) Casual/Temporary/Contractual Employees – 20%
(d) Employees with Disabilities – Safety and skill upgradation training is an ongoing process in the company. This data is
not separately maintained.
ANNUAL REPORT 2020 - 21
46 | Business Reponsibility Report
Principle 4
1. Has the company mapped its internal and external
stakeholders?
Yes. The Company has mapped its stakeholders and they
include, but are not limited to, shareholders, employees,
customers, business partners, suppliers, and the wider
communities that we serve.
2. Out of the above, has the company identified
the disadvantaged, vulnerable & marginalized
stakeholders?
The Company is an equal opportunity employer. It has
policies instituted to prevent sexual harassment, aid
safety of employees, mandate travel guidelines for women
employees, obtain the voice of employees’ opinions
and grievances through employee touch base, periodic
employee satisfaction surveys and code of conduct.
3. Are there any special initiatives taken by the company
to engage with the disadvantaged, vulnerable and
marginalized stakeholders? If so, provide details
thereof, in about 50 words or so.
The Company engages with each of its stakeholders
through multiple channels and includes engagement
initiatives, feedback process, Code of Conduct briefings
and investor meetings. Our CSR initiatives engage the
disadvantaged, vulnerable and marginalized by promoting
healthcare, socio-economic development and education.
Principle 5
1. Does the policy of the company on human rights
cover only the company or extend to the Group/ Joint
Ventures/ Suppliers/ Contractors/ NGOs/Others?
The Company’s TCoC covers its employees, contractors
and extends to its suppliers.
2. How many stakeholder complaints have been received
in the past financial year and what percent was
satisfactorily resolved by the management?
Our processes enable our stakeholders to voice their
grievances and complaints. Dedicated emails are
instituted and communicated to each of our stakeholders.
Helpdesks are made available to our employees and
SLAs put in place for timely closure. During this period,
we have received 11 complaints from our investors and
8 complaints stand resolved as on March 31, 2021. There
were no other complaints from any other stakeholders.
Principle 6
1. Does the policy related to Principle 6 cover only the
company or extends to the Group/ Joint Ventures/
Suppliers/ Contractors/ NGOs/ others?
The Company’s Code of Conduct applies to its business
partners, contractors and suppliers.
2. Does the company have strategies/ initiatives to
address global environmental issues such as climate
change, global warming, etc.? Y/N. If yes, please give
hyperlink for webpage etc.
The Company strives for environmental sustainability
and complies with all applicable laws and regulations,
in all its services. It also seeks to prevent the wasteful
use of natural resources and is committed to improving
the environment, particularly about the emission of
greenhouse gases, consumption of water and energy,
and the management of waste and hazardous materials.
The company’s Occupational Health and Safety
Management System complies with the requirements of
ISO 45001:2018. Towards this, eective from November
20, 2019, our facility in Trivandrum Development
Center is certified. All procurement of materials that
are hazardous to human or environment (E.g. Fuel,
Batteries) are tagged suitably, and are handled with due
safety precautions, from receiving until the end of their
life cycle.
A few examples of our other initiatives on deployment
of mass transport for our employees by getting into an
arrangement with Bengaluru Metropolitan Transport
Corporation for buses, procurement of star rated electric
and electronic equipments and tree plantations inside
and outside our premises. In our development process,
our initiatives include adopting India Mark Design,
mechanical and electronic design of electric/ hybrid
vehicle and building RoHS compliance.
3. Does the company identify and assess potential
environmental risks?
Yes, Tata Elxsi Occupational Health and Safety
Management System (in line with Clause 6.1.2 of ISO
45001:2018, Hazard Identification and Assessment of
Risks) identifies potential risks (including environmental
risk) and manages the same. The risks and their
management is detailed in the Risk Register. Having said
that, the nature of our business does not entail assets and/
or processes with significant environmental footprints.
Our other ongoing initiatives on energy, emissions and
waste are outlined in question 5 below. Our nature of
work requires us to operate in workstations and hence
office environment and safety is paramount to us. We
have instituted safety policy and procedures to govern
the same. We regularly train employees and monitor
these to overcome hazards and threats. We take the help
of external agencies to provide us with guidance for the
upkeep of our process to industry standards.
Business Reponsibility Report | 47
4. Does the company have any project related to Clean
Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if yes, whether any
environmental compliance report is filed?
This is not applicable.
5. Has the company undertaken any other initiatives on –
clean technology, energy efficiency, renewable energy,
etc.? Y/N. If yes, please give hyperlink for web page etc.
We are in a knowledge intensive industry, and do not
operate industrial machinery, production facilities, or
other such energy intensive operations. However, as a
responsible corporate citizen, we continue to pursue and
adopt appropriate energy conservation measures.
Active measures taken by us towards energy conservation
and carbon footprint reduction include using technology
to monitor and control the power consumption of air
conditioning and other related equipment, use of energy
efficient light bulbs, using technology for switching o
computer monitors, motion sensors for lighting controls,
etc.
We undertake regular reviews of energy requirements
and consumption patterns, with action plans for eective
utilization of power, during peak and non-peak seasons.
We also undertake continuing education and awareness
programmes among all employees on energy
conservation measures that can be adopted at individual
levels, to help conserve power and energy.
6. Are the Emissions/Waste generated by the Company
within the permissible limits given by CPCB/ SPCB for
the financial year being reported?
Yes, the emissions and waste generated by the Company
are within the limits prescribed by Pollution Control
Board.
7. Number of show cause/ legal notices received from
CPCB/SPCB which is pending (i.e. not resolved to
satisfaction) as on end of Financial Year.
None
Principle 7
1. Is your company a member of any trade and chamber
or association? If Yes, Name only those major ones that
your business deals with:
The Company is not a member of any trade and chamber
or association.
2. Have you advocated/lobbied through above
associations for the advancement or improvement of
public good? Yes/No; if yes specify the broad areas
(drop box: Governance and Administration, Economic
Reforms, Inclusive Development Policies, Energy
security, Water, Food Security, Sustainable Business
Principles, Others)
No
Principle 8
1. Does the company have specified programmes/
initiatives/projects in pursuit of the policy related to
Principle 8? If yes details thereof.
We have constituted a CSR committee for the purposes
of recommending and monitoring the CSR initiatives of
the Company. The Board on the recommendation of CSR
Committee adopted a CSR Policy. The CSR objectives
are designed to serve societal, local and national goals
in the locations that we operate in, create a significant
and sustained impact on local communities and provide
opportunities for our employees to contribute to these
eorts through volunteering.
Since the last five years, our flagship programmes have
been Shiksha and Niramay. Tata Elxsi thrives on cutting
edge technology. Therefore, the natural urge to empower
young minds in our communities with knowledge,
to prepare them for a bright future, by creating the
necessary facilities. One significant part of our business
is associated with the field of Healthcare and patients.
Niramay came out of the necessity of making critical
healthcare available to the needy. Our Shiksha program
today benefits 145 students in various stages of
education (Primary school to PhD programs) including
30 girl students from backward communities, 10 orphans
and 60 spastics students. Our Niramay program helps
the needy by providing financial support for life-saving
treatments, extending quality medical care in slums and
palliative care for the terminally ill. We have touched
the lives of 9,000+ patients across the country through
Niramay.
CMC Vellore approached us for a one-time grant to help
them set up the new Advanced Trauma Care Centre. We
sponsored 60 patient beds and one ventilator for the
facility.
As a responsible corporate citizen, we joined the
nationwide drive to fight COVID 19 pandemic. We
provided large consignments of PPE kits, masks and
other urgently needed items for the medical professionals
at Sassoon Hospital Pune, Bangalore Baptist Hospital,
Government College Trivandrum, Trivandrum General
Hospital and Adyar Cancer Hospital Chennai. Through Taj
Hotels, we provided food for one month for all doctors
and support stu at Victoria Hospital, Bangalore and
migrant workers in Mumbai. We provided ration to 1000
needy students for a month.
ANNUAL REPORT 2020 - 21
48 | Business Reponsibility Report
2. Are the programmes/projects undertaken through
in-house team/own foundation/external NGO/
government structures /any other organization?
The programmes / projects chosen are a mix of in-house,
external and group level initiatives.
3. Have you done any impact assessment of your initiative?
Assessments are carried out as a part of the planning and
review process. Programs have been chosen carefully to
impact end beneficiaries directly. Procedure of reporting
has been laid down very clearly.
4. What is your company’s direct contribution to
community development projects- Amount in INR and
the details of the projects undertaken?
The Company has spent an amount of ` 610.55 lakhs
(Out of this ` 208.10 lakhs have been set aside for
commitments made for education and research projects.
The project timelines got extended due to the pandemic)
during this financial year. The programmes have been
mainly directed towards education & research / skill
development, healthcare and for fighting the COVID 19
pandemic.
5. Have you taken steps to ensure that this community
development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
We work closely with professional institutions with
proven track record to ensure that the benefits are
passed on to the target community. Examples of such
institutions are Kidwai Memorial Institute of Oncology,
Sri Jayadeva Hospital, Baptist Hospital, RASA (Ramana
Sunritya Aalaya), Indian Institute of Science, Vishranthi
Trust, Samarthanam Trust and Karunashraya in
Bangalore, Sri Chitra Tirunal Hospital in Trivandrum,
Adyar Cancer Hospital and IIT in Chennai, CMC in Vellore
and Sassoon Hospital in Pune. Our association with FAEA
(Foundation for Academic Excellence and Access) is for
a national education mission for girl students from SC/ST
communities.
Principle 9
1. What percentage of customer complaints/consumer
cases are pending as on the end of financial year?
The Company has a process of obtaining customer
queries, complaints and satisfaction by means of periodic
interactions, emails, dedicated relationship managers,
established SLAs and escalation mechanisms. These
processes help the Company to resolve any dissonance
with our customers in a timely manner.
2. Does the company display product information on
the product label, over and above what is mandated
as per local laws? Yes/No/N.A. /Remarks (additional
information)
Not Applicable
3. Is there any case filed by any stakeholder against the
company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during
the last five years and pending as on end of financial
year? If so, provide details thereof, in about 50 words
or so.
There are no cases filed by any stakeholder against the
Company regarding unfair trade practices, irresponsible
advertising, and/or anti-competitive behavior during the
last five years.
4. Did your company carry out any consumer survey/
consumer satisfaction trends?
The Company carries our periodic customer satisfaction
surveys from a delivery perspective as well as from an
engagement perspective. They provide us an index of
our customers’ satisfaction levels along with qualitative
feedback on our services.
Compliance Report on Corporate Governance | 49
Mandatory Requirements:
1. A brief statement on the Company’s philosophy on
code of governance
The corporate governance philosophy of your Company
is based on the tenets of integrity, accountability,
transparency, value and ethics. As part of Tata Group,
your Company has a strong legacy of fair, transparent and
ethical governance. The Company constantly endeavours
to create and sustain long-term value for all its
stakeholders including, but not limited to, shareholders,
employees, customers, business partners, suppliers, and
the wider communities that we serve. The corporate
governance philosophy of the Company has been further
strengthened through the Tata Code of Conduct, Tata
Business Excellence Model, Tata Code for Prevention
of Insider Trading and Code of Corporate Disclosure
practices policies. The Company is in compliance with the
requirements stipulated under Regulation 17 to 27 read
with Schedule V and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), as
applicable, with regard to corporate governance.
2. Board of Directors
The Board comprises of members having varied skills,
experience and knowledge. The Board has a mix of both
Independent and Non-independent Directors. As on March
31, 2021, the Board of Directors of the Company comprised
of six Directors, with three Independent Directors and
three Non-Independent Directors. The Chairman of the
Company is Non-Executive, Non-Independent. None of
the Directors on the Board is a Member on more than 10
Committees and Chairman of more than 5 Committees
(as specified under Regulation 26 (1) SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, across all the companies in which they are Directors.
Necessary disclosures regarding Committee positions
have been made by the Directors. The Independent
Directors are independent of the management and
fulfil the requirements as stipulated in Section 149 (6)
of the Companies Act, 2013 and Regulation 16(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The composition of the Board of Directors as on March
31, 2021 is as follows:
1. Mr. N.G. Subramaniam – Chairman – Non Executive,
Non Independent
Mr. N. Ganapathy Subramaniam is the Chairman
(Non-Executive and Non-Independent) of Tata Elxsi
Limited since November, 2014. He is also the Chief
Operating Officer (COO) and Executive Director
of Tata Consultancy Services (TCS) Limited since
February 2017. Prior to taking over as the COO of
TCS, he served as the Executive Vice President
and Head of TCS Financial Solutions, a strategic
business unit of TCS. Mr. Subramaniam brings in-
depth knowledge about technology trends, systems
and policies of leading global corporations, and
international business. He actively participates in
banking, technology and business forums in addition
to specific knowledge streams in risk management
and Six Sigma orientation.
The details of other directorship in listed companies
of Mr. Subramaniam as on March 31, 2021 is as
follows:
Sl.
No.
Name of the
Company
Category of Directorship
1. Tata Consultancy
Services Limited
Chief Operating Officer
and Executive Director
2. Mrs. S Gopinath – Non-Executive, Independent
Director
Mrs. Shyamala Gopinath has vast experience in
guiding and influencing the national policies in
the diverse areas of financial sector regulation
and supervision, development and regulation of
financial markets, capital account management,
management of government borrowings, forex
reserves management, RBI accounts, and payment
and settlement systems. Mrs. Gopinath holds a
Master of Commerce degree and is a Certified
Associate of Indian Institute of Bankers and has
retired as Deputy Governor of Reserve Bank of India.
She is also on the Board of other Listed and Unlisted
companies. The details of directorship in other listed
companies of Mrs. S Gopinath as on March 31, 2021
are as follows:
Sl.
No.
Name of the
Company
Category of Directorship
1. Colgate-
Palmolive (India)
Limited
Independent Director
2. BASF India
Limited
Independent Director
3. CRISIL Limited Independent Director
4. CRISIL Ratings
Limited
Independent Director
COMPLIANCE REPORT ON CORPORATE GOVERNANCE
ANNUAL REPORT 2020 - 21
50 | Compliance Report on Corporate Governance
3. Mr. Sudhakar Rao – Non-Executive, Independent
Director
Mr. Sudhakar Rao is a retired Indian Administrative
Service (IAS) Officer of the 1973 batch. He held
various positions including Chairman & Managing
Director of the Karnataka Urban Infrastructure
development and Finance Corporation (KUIDFC);
Principal Secretary - Finance; Principal Secretary -
Home; Principal Secretary to the Chief Minister of
Karnataka; Development Commissioner and was the
Chief Secretary of Karnataka until retirement from
government service on September 30, 2009. Mr.
Rao holds a Master’s Degree in Economics from the
Delhi School of Economics and a Master’s Degree in
Public Administration from the Kennedy School of
Government, Harvard University.
He was conferred with the Kannada Rajyotsava
Award, under the Public Service category by the
Government of Karnataka on November 01, 2010.
The details of Mr. Sudhakar Rao’s directorship in
other listed companies of as on March 31, 2021 are as
follows:
Sl.
No.
Name of the
Company
Category of
Directorship
1. Healthcare Global
Enterprises Limited
Independent Director
4. Prof. Anurag Kumar - Non-Executive, Independent
Director
Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD
(1981) Cornell Univ., was a Member of Technical
Sta in AT&T Bell Laboratories (1981-1988), before
returning to India and joining the Indian Institute
of Science (IISc) as a faculty member in the ECE
Department. He became a Professor in 1996, and
was the Director of IISc during 2014-2020. He has
published 200 peer reviewed papers in journals
and conferences, in the area of communications
networking and distributed systems.
He has consulted for government and private
organisations, and has mentored a networking
start-up from its early years to a global footprint.
He has led the authorship of two major books
that have been used around the world. He was
the 1977 President’s Gold Medallist in IIT Kanpur.
He has been elected Fellow of the IEEE, the Indian
National Science Academy (INSA), the Indian
National Academy of Engineering (INAE), the
Indian Academy of Science (IASc), and The World
Academy of Sciences (TWAS). He received the 2015
Vasvik Award for Information Technology, and the
2017 IEI-IEEE Award for Engineering Excellence. He
is a recipient of the J.C. Bose National Fellowship,
awarded by the Department of Science Technology,
for the period 2011-2021.
As on March 31, 2021 Prof. Anurag Kumar does not
hold any directorship in any other listed company.
5. Mr. Ankur Verma - Non-Executive, Non-
Independent Director
Mr. Ankur Verma, a B.E. in Mechanical Engineering
and PGDM from IIM, Calcutta, has around 15 years of
experience in Investment Banking, Capital Markets
and Corporate Strategy. Mr. Verma currently serves
as Senior Vice President, Chairman’s Office at Tata
Sons Private Limited. Previously, Mr. Verma was
Managing Director (Investment Banking Division) in
Bank of America Merrill Lynch and prior to that he
was Group Manager & Head, Business Planning in
Infosys Technologies Limited - Corporate Planning
Group.
The details of Mr. Ankur Verma’s directorship in
other listed companies of as on March 31, 2021 are as
follows:
Sl.
No.
Name of the
Company
Category of
Directorship
1. Tata Teleservices
(Maharashtra)
Limited
Non-Executive,
Non-Independent
Director
6. Mr. Manoj Raghavan – Managing Director
Manoj Raghavan is the CEO & Managing Director
of Tata Elxsi and has over 22 years of industry
experience. Prior to taking over the role of CEO
& MD, he served as the Executive Vice President
and Head of the Embedded Product Design (EPD)
division, spearheading the sales, overall delivery and
P&L for this division.
He joined Tata Elxsi Limited in 1997 as Regional
Manager to set up and grow Japan operations.
Subsequently, he was also responsible for developing
the business in South Korea, Taiwan, Singapore and
China. More recently, Manoj was responsible for the
North American business and helped grow the region
to become a top revenue earner for the company.
Manoj Raghavan holds a B.Tech in Metallurgical
Engineering from IIT Madras, an MBA from The
Indian Institute of Foreign Trade, New Delhi and has
completed the Advanced Management Program
from Harvard Business School. As on March 31, 2021,
Mr. Raghavan does not hold directorship in any other
listed company.
Compliance Report on Corporate Governance | 51
Core Competencies
Tata Elxsi provides design and technology services for product engineering and solutions to select industries namely
Automotive, Broadcast, Communications and Medical Electronics. The Board has, taking into consideration the
Company’s nature of business, core competencies, key characteristics, identified the following core skills/ expertise/
competencies as required in the context of its business(es) & sector(s) for it to function eectively and which are
available with the Board.
The mapping of the same with each of the Directors are as below.
Competencies N. G.
Subramaniam
S.
Gopinath
Sudhakar
Rao
Prof. Anurag
Kumar
Ankur
Verma
Manoj
Raghavan
Understanding of IT services business
Knowledge on key industry and technology trends
International business management and
familiarity with global policies and regulations
Corporate Strategy
Risk management
Financial management
Governance and Compliance
Stakeholders management
Performance management and evaluation
Performance evaluation of Board and Directors:
The Company has laid down a process for
evaluation of the Board and Committees of Board
as also evaluation of the performance of each of the
Directors. The evaluation criteria include inter-alia,
structure of the Board, qualifications, experience
and competency of Directors, diversity in Board,
eectiveness of the Board process, information and
functioning, Board culture and dynamics, quality of
relationship between the Board and management,
meetings of the Board, including regularity and
frequency, discussion and dissent, corporate culture
and values, governance and compliance, evaluation
of risk amongst others. The criteria is based on the
Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January
5, 2017. The evaluation process is conducted and
monitored by the Chairperson, Nomination &
Remuneration Committee (NRC) in consultation with
the members of the committee. The Chairperson,
NRC on the basis of the feedback received from
each of the Directors has one to one meeting with
them. Thereafter, briefs the Chairman of the Board
on the outcome, which in turn discussed in the Board
meeting. The performance of the Independent
Directors was also reviewed at the Board meeting.
For the year 2020-21 the Board evaluation has been
conducted as per the process mentioned above.
Meeting of Independent Directors: A separate
meeting of Independent Directors for the Financial
Year 2020-21 as per Clause VII (1) of Schedule IV
under Section 149 (8) of the Companies Act, 2013
and Regulation 25 (3) of the Listing Regulations was
held on April 20, 2020 wherein the Independent
Directors reviewed the performance of the Managing
Director, Non-Independent Directors and other
matters. The Independent Directors have confirmed
that they satisfy the criteria of Independence as
stipulated under Section 149 (6) of the Companies
Act, 2013 and Regulation 16 (b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Familiarisation: The Independent Directors
immediately on appointment are issued a formal
letter of appointment and a welcome docket
outlining their rights, roles and responsibilities, and
the Business overview of the Company, policies
etc. The Chairman as well as Managing Director
of the Company, brief the Director individually on
the industry and businesses of the Company, prior
to their appointment. At each of the Business plan
meeting, normally held in the third/fourth quarter
each year, the Directors are briefed on the dierent
business units of the company, the industry as a
whole and other details like customers, market etc.
During the year, the Annual Business Plan meeting
was held on December 18, 2020, which included
a session with the management team, wherein,
the Directors were walked through the market of
dierent Business units, the customers, the future
ANNUAL REPORT 2020 - 21
52 | Compliance Report on Corporate Governance
prospects, emerging technologies etc. The future
strategy of the Company was also discussed.
The Board has adopted a Governance guideline,
enumerating the rights and roles of the Directors.
A copy of the same has been circulated to all the
Directors. The in-house magazine of the Company
is also sent to the Directors periodically keeping
them abreast with the recent happenings and
developments. The familiarization program for the
Independent Directors is available at www.tataelxsi.
com/FamiliarisationProgram
Six Board Meetings were held during the year 2020-21 and the gap between two meetings did not exceed four
months. The dates on which the Board Meetings held were April 20, 2020; July 21, 2020; August 28, 2020; October
14, 2020; December 18, 2020 and January 12, 2021. The necessary quorum was present at all the Board meetings. The
names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the
last Annual General Meeting, as also the number of Directorships held by them in other companies are given below:
Name Category No. of
Board
Meetings
attended
during
2020-21
Whether
attended
AGM
held on
July 21,
2020
No. of Chairmanships/Directorships in other
Boards/ Committees* of public companies**
Chairman/
Chairperson
of the
Board
Chairman/
Chairperson
of the
Committee
Member
of the
Board
Member
of the
Committee
Mr. N.G. Subramaniam
[DIN 07006215]
Non Independent/
Non-Executive
6 Yes - - 1 -
Mrs. Shyamala Gopinath
[DIN 02362921]
Independent /
Non-Executive
6 Yes - 4 5 1
Mr. Sudhakar Rao
[DIN 00267211]
Independent/
Non-Executive
6 Yes - 3 3 -
Prof. Anurag Kumar
@
[DIN: 03403112]
Independent/
Non-Executive
2 NA - - - -
Mr.Ankur Verma
[DIN: 7972892]
Non Independent/
Non-Executive
6 Yes - - 5 5
Mr. Manoj Raghavan
[DIN 8458315]
Non Independent/
Managing Director
6 Yes - - - -
Prof. M.S. Ananth^
[DIN 00482391]
Independent /
Non-Executive
4 Yes - - - -
* Only Audit and Stakeholders’ Relationship Committees are considered.
** Excludes private/foreign/non-profit companies with charitable objects.
^ Prof M.S. Ananth retired as an Independent Director from the Board of the Company upon completion of his tenure,
w.e.f November 15, 2020.
@
Prof. Anurag Kumar was appointed as an Additional Independent Director of the Company w.e.f November 15, 2020.
None of the Non-Executive Directors hold any shares and/or convertible instruments in the company as at March 31,
2021.
None of the Directors are related to each other within the meaning of the term “relative”as per Section 2(77) of the
Companies Act, 2013.
3. Audit Committee
The terms of reference of the Audit Committee mandated by the statutory and regulatory requirements, which are also in
line with the mandate given by your Board of Directors, are:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
Compliance Report on Corporate Governance | 53
2. Recommendation for appointment, remuneration
and terms of appointment of auditors of the
Company;
3. Approval of payment to statutory auditors for any
other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual
financial statements and auditor’s report thereon
before submission to the Board for approval, with
particular reference to:
a. Matters required to be included in the Director’s
Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-
section 3 of section 134 of the Companies Act,
2013.
b. Changes, if any, in accounting policies and
practices and reasons for the same.
c. Major accounting entries involving estimates
based on the exercise of judgment by
management.
d. Significant adjustments made in the financial
statements arising out of audit findings.
e. Compliance with listing and other legal
requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report, if any.
5. Reviewing, with the management, the quarterly
financial statements before submission to the Board
for approval;
6. Reviewing, with the management, the statement of
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than
those stated in the oer document / prospectus /
notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of
a public or rights issue, and making appropriate
recommendations to the Board to take up steps in
this matter;
7. Review and monitor the auditor’s independence and
performance, and eectiveness of audit process;
8. Approval or any subsequent modification of
transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company,
wherever it is necessary;
11. Evaluation of internal financial controls and risk
management systems;
12. Reviewing, with the management, performance of
statutory and internal auditors, adequacy of the
internal control systems;
13. Reviewing the adequacy of internal audit function,
if any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure
coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant
findings and follow up there on;
15. Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting
the matter to the board;
16. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of
concern;
17. To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors;
18. To review the functioning of the Whistle Blower
mechanism;
19. Approval of appointment of CFO (i.e., the whole-
time Finance Director or any other person heading
the finance function or discharging that function)
after assessing the qualifications, experience and
background, etc. of the candidate;
20. Reviewing the utilization of loans and/ or advances
from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of
the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments
existing;
21. Carrying out any other function as is mentioned in
the terms of reference of the Audit Committee.
Review of information by Audit Committee
The Audit Committee reviews the following information:
1. Management discussion and analysis of financial
condition and results of operations;
2. Statement of significant related party transactions
(as defined by the Audit Committee) submitted by
management;
ANNUAL REPORT 2020 - 21
54 | Compliance Report on Corporate Governance
3. Management letters / letters of internal control
weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control
weaknesses; and
5. The appointment, removal and terms of remuneration
of the Chief Internal Auditor shall be subject to
review by the Audit Committee.
6. Statement of deviations:
(a) quarterly statement of deviation(s) including
report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of
Regulation 32(1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015.
(b) annual statement of funds utilized for purposes
other than those stated in the oer document/
prospectus/ notice in terms of Regulation 32(7)
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Audit Committee is also responsible for giving
guidance and directions under the SEBI (Prohibition
of Insider Trading) Regulations, 2015 and to review the
report of the Compliance Officer with the provisions of
these regulations at least once in a financial year and
verify that the systems for internal control are adequate
and are operating eectively.
The Audit Committee reviewed the reports of the
internal auditors including the external internal Auditors,
the reports of the statutory auditors arising out of the
quarterly, half-yearly, and annual audit of the accounts;
considered significant financial issues aecting the
Company and held discussions with the internal and
statutory auditors and the Company Management during
the year.
Five Audit Committee Meetings were held during the
year 2020-21. The dates on which the Audit Committee
Meetings held were April 20, 2020; July 21, 2020; October
14, 2020; January 11, 2021 and January 12, 2021.
The constitution of Audit Committee is in conformation
with the requirements of Section 177 of the Companies
Act, 2013 and also as per the requirements of Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
the year are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 5
2 Mr. Ankur Verma Non-Independent / Non-Executive 4
3 Mr. Sudhakar Rao
@
Independent / Non-Executive 2
4 Prof. M.S. Ananth* Independent / Non-Executive 3
* Prof M.S Ananth ceased to be a Director of the Company w.e.f November 15, 2020 and consequently ceased to be a
member of the Committee.
@
Mr. Sudhakar Rao was appointed as a Member of the Committee w.e.f December 18, 2020.
The quorum as required under Regulation 18(2) of the Listing Regulations was maintained at all the meetings.
4. Nomination and Remuneration Committee
The terms of reference of the Nomination and
Remuneration Committee are:
1. Formulation of the criteria for determining
qualifications, positive attributes and independence
of a director and recommend to the Board a policy,
relating to the remuneration of the directors, key
managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent
Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become
directors and who may be appointed in senior
management in accordance with the criteria
laid down, and recommend to the Board their
appointment and removal.
5. Board composition and succession planning,
evaluation of every Director.
6. To recommend remuneration policy for the
directors, KMP, executives and other employees of
the Company.
7. To oversee familiarization programme for Directors,
review of HR strategy, philosophy and practices and
Compliance Report on Corporate Governance | 55
any other activities related to change as requested
by the Board from time to time.
The Board has also adopted a charter for the
Nomination and Remuneration Committee covering
its rights, roles and responsibilities.
All Non-Executive Directors of your Company
receive sitting fees for each meeting of the Board or
Committee thereof attended by them. The net profits
of the Company, not exceeding 1%, are distributable,
as commission, amongst the Independent Directors
considering the special services and eorts rendered,
including their attendance at the meetings and their
Chairmanship of each of the meetings.
Other than sitting fees and commission paid only to
the Independent Directors on the net profits of the
Company, no other remuneration is paid/payable to
the Non- Executive Directors for 2020-21.
During the year, the Non-Executive directors of
the Company had no pecuniary relationship or
transactions with the Company, other than sitting
fees, commission, and reimbursement of expenses
incurred by them for the purpose of attending
meetings of the Company.
Two Nomination and Remuneration Committee
Meetings were held on April 20, 2020 and October
14, 2020 during the year 2020-21.
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
the year are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 2
2 Mr. N.G. Subramaniam Non Independent / Non-Executive 2
3 Mr. Sudhakar Rao Independent / Non-Executive 2
Details of remuneration paid/payable for the year ended March 31, 2021
Non-executive Directors (NEDs):
Sl. No. Name of the Non-Executive Director Sitting Fees (`) Commission (`)
1 Mr. N.G. Subramaniam 1,50,000 -
2 Mrs. Shyamala Gopinath 2,25,000 1,60,00,000
3 Prof. M.S. Ananth 1,35,000 88,00,000
4 Mr. Sudhakar Rao 2,25,000 1,34,00,000
5 Prof. Anurag Kumar 30,000 18,00,000
6 Mr. Ankur Verma 1,50,000 -
Managing Director:
Name Salary (`) Commission
(`)
Contribution
to Provident &
other Funds (`)
Other
Allowances &
Perquisites (`)
Total (`)
Mr. Manoj Raghavan 1,38,60,276 2,50,00,000 18,10,836 34,58,724 4,41,29,836
The Board on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration policy for
Directors, Key Managerial Personnel (KMP) and other employees of the company. The Board has also adopted a policy on
Board diversity. The said Policies are available at www.tataelxsi.com/Board-Diversity.
5. Stakeholders’ Relationship Committee
The terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
2. Review of measures taken for eective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent.
ANNUAL REPORT 2020 - 21
56 | Compliance Report on Corporate Governance
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.
One Stakeholders’ Relationship Committee (SRC) Meeting was held during the year 2020-21 on October 14, 2020. The
composition, name of the members, chairman, particulars of the Meetings and attendance of the members during the year
are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mr. Sudhakar Rao, Chairman Independent/ Non-Executive 1
2 Prof. Anurag Kumar* Independent/ Non-Executive -
3 Mr. Manoj Raghavan Non-Independent / Executive 1
4 Prof. M.S. Ananth
$
Independent/ Non-Executive 1
* Prof. Anurag Kumar was appointed as a member of the Committee with eect from December 18, 2020.
$
Prof. M.S. Ananth retired as an Independent Director w.e.f. November 15, 2020 and consequently ceased to be a member
of the Committee.
Name, designation & address of the Compliance Officer:
Mr. G. Vaidyanathan, Company Secretary
Tata Elxsi Limited
ITPB Road, Whitefield, Bengaluru – 560048.
Phone : +91-80-22979316
Fax : +91-80-28411474
E-mail : gvnathan@tataelxsi.co.in
Details of complaints received and redressed during 2020-21:
Opening Balance Received during the year Resolved during the year Closing Balance
0 11 8 3
Complaints/correspondences are usually dealt with within 15 days of receipt and are completely resolved, except in cases
where litigation is involved.
Share transfer lodgements are processed within 15 days and returned, except in cases where litigations are involved. The
contact details for investor grievances are as below:
a. Ms. Cauveri Sriram b. TSR Darashaw Consultants Private Ltd.
e-mail: investors@tataelxsi.com e-mail: csg-unit@tcplindia.co.in
Phone: +91-080-2297 9166 Phone: +91-022-6656 8484
Fax: +91-080-2841 1474 Fax: +91-022-6656 8494
6. Risk Management Committee
The Board has constituted a Risk Management Committee (RMC) in line with the provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, which is responsible to provide oversight in achieving the
Company’s Enterprise Risk Management (ERM) objectives. The ERM helps these objectives by creating a comprehensive
approach to anticipate, identify, prioritize and manage material risks attached to the Company’s operations. The primary
responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the enterprise-
wide management of the Company’s material risks and to report the results of the Committee’s activities to the Company’s
Audit Committee. The terms of reference of the Committee are:
1. Provide ongoing guidance and support for the refinement of the overall risk management.
2. Ensure that management understands and accepts its responsibility for identifying, assessing and managing risk.
3. Determine which enterprise risks are most significant.
4. Assign risk owners and approve action plans.
Compliance Report on Corporate Governance | 57
5. Approve company-wide Risk Assessment & Risk Profile.
6. Update the leadership team from time to time on the on-going ERM progress/changes.
7. Review & report to the Company’s Audit Committee/Board.
8. Review and monitor Cyber security measures.
Two Risk Management Committee (RMC) meetings were held on April 03, 2020 and October 14, 2020 during the year
2020-21.
The composition, name of the members, chairperson, particulars of the Meeting and attendance of the members during
the year are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Prof. Anurag Kumar, Chairman
$
Independent / Non-Executive -
2 Mr. N.G. Subramaniam Non-Independent, Non-Executive 2
3 Mr. Muralidharan H.V Company Executive (CFO) 2
4 Mr.Sudhakar Rao* Independent / Non-Executive 2
$ Prof. Anurag Kumar was appointed as the Chairman of the Committee w.e.f December 18, 2020
* Mr. Rao ceased to be the Chairman of the Committee wef December 18, 2020.
The Company has set up an internal compliance management tool to periodically review compliance requirements under
dierent statutes as applicable to the company.
7. Corporate Social Responsibility (CSR) Committee
The Board has constituted a Corporate Social Responsibility (CSR) Committee in line with the provisions of Section 135
of the Companies Act, 2013 with maximum members being Independent Directors to recommend to the Board the CSR
initiatives of the Company and also to monitor the implementation of the CSR initiatives.
Two Corporate Social Responsibility (CSR) Committee Meetings were held during the year 2020-21. The dates on which
the Corporate Social Responsibility (CSR) Meetings held were April 20, 2020 and January 11, 2021.
The composition, name of the members, chairperson, particulars of the meeting and attendance of the members during
the year are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mr. Sudhakar Rao, Chairman Independent / Non-Executive 2
2 Mrs. S. Gopinath Independent / Non-Executive 2
3 Mr.Manoj Raghavan Managing Director 2
The Board has also constituted an Executive Committee. The terms of reference of Executive committee are to review the
capital expenditure, long term strategy, long term financial projections and cash flow.
8. General Body Meetings
Particulars about the last three Annual General Meetings (AGMs) of the Company are:
a) Location, date and time of Annual General Meetings held during the last 3 years:
Sl. No. Year Date Venue Time
1. 2019-20 July 21, 2020 Video Conference / Other Audio Visual means 12.30 p.m
2. 2018-19 July 17, 2019 St.John’s Auditorium, John Nagar, Koramangala,
Bengaluru- 560 034
12.30 p.m.
3. 2017-18 July 25, 2018 St.John’s Auditorium, John Nagar, Koramangala,
Bengaluru- 560 034
12.30 p.m.
ANNUAL REPORT 2020 - 21
58 | Compliance Report on Corporate Governance
b) No Extra-Ordinary General Meeting of the
shareholders was held during the financial year
2020- 21.
c) Special Resolutions passed in previous three Annual
General Meetings:
(i) At the Annual General Meeting held on July 21,
2020, no special resolution was passed
(ii) At the Annual General Meeting held on July 17,
2019 a special resolution for re-appointment
of Mrs. Shyamala Gopinath as an Independent
Director was passed.
(iii) At the Annual General Meeting held on July 25,
2018, no special resolution was passed.
d) Details of Postal Ballot was conducted during the
financial year 2020-21:
During the year, the Company sought the approval
of the shareholders by way of a Special Resolution
through notice of postal ballot dated October
14, 2020 for alteration of Articles of Association,
inserting Article 137A and altering Article 167,
with respect to Nomination of Directors and
Chairman respectively. The results of the Postal
Ballot were announced on December 01, 2020.
Mr. Madan V, Practicing Company was appointed
as the Scrutinizer to scrutinize the postal ballot and
remote e-voting process in a fair and transparent
manner.
The details of the voting pattern was as under:
Number of members voted /Total
number of votes(shares) cast
No. of votes in favour No. of votes against No. of invalid votes
715/3,64,54,590
3,57,81,974 6,72,616 0
98.15% 1.85% 0.00%
e) Procedure for Postal Ballot
The Company conducted the postal ballot in
accordance with the provisions of Section 108, 110
of the Companies Act, 2013 read with Rule 22 of the
Companies (Management & Administration) Rules,
2014 (“Rules”).
In compliance with Circular No. 14/2020 dated April
8, 2020, Circular No. 17/2020 dated April 13, 2020
and Circular No. 33/2020 dated September 28,
2020, issued by the Ministry of Corporate Aairs
(“MCA”), Company sent the Postal Ballot Notice
along with the explanatory statement in electronic
form on October 29, 2020 only to those Members
whose e-mail addresses were registered with the
Company/ Depositories, to enable them to cast their
votes electronically. The Company also published a
Notice in the newspaper and other requirements as
mandated under the provisions of the Act and Rules
framed thereunder. The voting rights were reckoned
on the paid-up value of the shares registered in the
names of the members as on the cut-o date.
In compliance with the provisions of Sections
108 and 110 of the Act and Rule 20 and 22 of the
Rules read with Regulation 44 of the SEBI Listing
Regulations, the Company had oered the facility
of e-voting to its members to enable them to cast
their vote electronically. The voting under the postal
ballot was kept open from Sunday, November 01,
2020 at 9.00 a.m. (IST) until November 30, 2020 at
5:00 p.m. (IST).
Upon completion of scrutiny of the votes cast
through e-voting in a fair and transparent manner,
the scrutinizer i.e. Mr. Madan V, submitted his
report to the Company and the results of the
postal ballot were announced by the Company on
December 01, 2020. The voting results were sent
to the Stock Exchanges and also displayed on the
Company’s website www.tataelxsi.com and on the
website of National Securities Depository Limited
www.evoting.nsdl.com
(f) Details of special resolution proposed to be
conducted through postal ballot: None
9. Disclosures
There are no materially significant Related Party
Transactions during the year that have potential
conflict with the interests of the Company at large.
Transactions entered into with related parties
during the financial year were in the ordinary course
of business and at arm’s length basis and were
approved by the Audit Committee.
The Company has formulated a policy on Related
Party Transactions and the same is available on the
Company’s website www.tataelxsi.com/policy-on-
related-partytransactions.